Solicitation.pdf

State of South Carolina

COMPETITIVE NEGOTIATIONS

Reference Section 11-35-1535

Solicitation:

Date Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400020744 02/24/2021

MICHAEL SPEAKMON

803-737-9816 mspeakmon@mmo.sc.gov SFAA, Div. of Procurement Services 1201 Main Street, Suite 600 Columbia SC 29201

DESCRIPTION: eProcurement Solution USING GOVERNMENTAL UNIT: SC Division of Procurement Services

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

SUBMIT OFFER BY (Opening Date/Time): 05/14/2021 11:00 AM (See Section L - Instructions, Conditions, and Notices to Offerors) QUESTIONS MUST BE RECEIVED BY: 03/16/2021 5:00 PM (See Section L - Instructions, Conditions, and Notices to Offerors) NUMBER OF COPIES TO BE SUBMITTED: One (1) Electronic Copy CONFERENCE TYPE: Pre-Proposal

DATE & TIME: 03/10/2021 2:00 PM

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

LOCATION: This meeting will be held via Webex only. Refer to Attachment L.1 “Conference Pre-Bid/Proposal" for instructions to attend the meeting.

AWARD &

AMENDMENTS

Award will be posted on 09/30/2021. The award, this solicitation, any amendments, and any related notices will be posted at the following web address: http://www.procurement.sc.gov

COVER PAGE – ON-LINE ONLY (MODIFIED)S A P

mailto:mspeakmon@mmo.sc.gov http://www.procurement.sc.gov/ http://www.procurement.sc.gov/

Request for Proposals No. 5400020744

PAGE TWO

(Return Page Two with Your Offer)

Offeror must submit a signed copy of this page 2 with its Offer. By signing, Offeror agrees to be bound by the terms of the Solicitation.

Offeror agrees to hold its Offer open for a minimum of two hundred and ten (210) calendar days after the Opening Date. (See "Signing each Offer" provision.) If submitting a Dual Prime Offer pursuant to the Dual Prime Operating Model as defined and permitted in this Solicitation, then the System Provider shall complete and sign this page 2 and the second prime Offeror, which is the Systems Integrator, must complete and sign page three, and submit them with the Dual Prime Offer.

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 or entities identified as the Offeror(s). The entity(ies) named as the Offeror must be single and distinct legal entity(ies).

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, or LLC identify the state of formation..)

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

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

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

HOME OFFICE ADDRESS (Address for offeror's home office / principal place of business)

Dunn & Bradstreet #_______________________

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

Area Code - Number - Extension Facsimile

E-mail Address

PAYMENT NOTICE ADDRESS (Address to which notices concerning payments will be sent.) (See "Payment and Interest" clause)

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

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

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

ACKNOWLEDGMENT OF AMENDMENTS

Offerors acknowledges receipt of amendments by indicating amendment number and its date of issue. (See Section L - Instructions, Conditions, and Notices to Offerors) Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date

PAGE THREE (ONLY TO BE USED WITH DUAL PRIME OPERATING MODELS)

(RETURN PAGE THREE WITH THE OFFER ONLY IF YOU ARE SUBMITTING A DUAL PRIME OFFER)

If two Dual Prime Offerors are submitting a Dual Prime Offer pursuant to the Dual Prime Operating Model as defined and permitted in this solicitation, then the Systems Integrator Offeror must submit a completed and signed copy of this form with the Dual Prime Offer.

By signing, Offeror agrees to be bound by the terms of the Solicitation and agrees to hold its Offer open for a minimum of one hundred and eighty (180) calendar days after the Opening Date. (See "Signing each Offer" provision.)

NAME OF OFFEROR

(full legal name of business submitting the offer)

Any award issued will be issued to, and the contract will be formed with, the entity or entities identified as the Offeror(s). The entity(ies) named as the Offeror must be a single and distinct legal entity(ies).

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 OR ORGANIZATION

(If Offeror is a corporation, or LLC identify the state of formation)

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

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

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

HOME OFFICE ADDRESS (Address for offeror's home office / principal place of business)

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

Area Code - Number - Extension Facsimile

_________________________________________________ E-mail Address

PAYMENT ADDRESS (Address to which payments will be sent.)

(See "Payment" clause)

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

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

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

ACKNOWLEDGMENT OF AMENDMENTS

Offerors acknowledges receipt of amendments by indicating amendment number and its date of issue. (See "Amendments to Solicitation" Provision) Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date

Contents

Part I-The Schedule

A. Cover Page/Page 2/Page 3 B. Supplies or services and prices/costs C. Description/specifications/statement of work D. Packaging and marking E. Inspection and acceptance F. Deliveries or performance G. Contract administration data H. Special contract requirements

Part II-Contract Clauses

I. Contract clauses

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

J. List of Attachments

Part IV-Representations and Instructions

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

Part I-The Schedule

A. COVER PAGE/PAGE 2/PAGE 3

See Attachment A – Cover Page, Page 2 and, if applicable, Page 3

B. SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 General

The State Fiscal Accountability Authority Division of Procurement Services (DPS), on behalf of the State of South Carolina, it’s departments, offices, institutions, and other agencies of the State, is soliciting competitive sealed, fixed price proposals to provide a managed Software-as-a-Service (SaaS) eProcurement Solution (Solution) to increase efficiencies in the statewide procurement process. The Solution must support and comply with all State statutes, regulations, policies and guidelines relevant to procurement including soliciting, awarding, processing, executing and overseeing contracts (including contract compliance). The Solution shall be a managed SaaS Solution that is generally available and currently utilized by multiple governmental entities.

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

Note: Definitions are in Attachment L.1 below.

B.2 Contract Type

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

Historically, the State has awarded a single contract to one Offeror (a “Sole Prime Offeror”) to provide requested solutions and any related services (“Sole Prime Operating Model”). However, to maximize the State’s goal of securing optimal technological solutions while recognizing evolving market approaches combined with the State’s desire for robust competition and contracting flexibility, the State will accept either: (i) an Offer from a Sole Prime Offeror under the Sole Prime Operating Model; or (ii) two combined proposals (a “Dual Prime Offer”) from two (2) Offerors (“Dual Prime Offerors”) that when taken together meet all requirements of this Solicitation and are structured as follows (the “Dual Prime Operating Model”):

1. One “System Provider” will be responsible for providing a Solution via a SaaS model that satisfies the State’s business and data processing objectives delineated in this Solicitation including all development and production equipment and associated Solution configuration, maintenance, support, help desk, transition and disengagement services; and

2. One “Systems Integrator” who will be responsible for providing all of the services related to customizing, configuring, integrating, implementing, delivering and testing the Solution offered by the System Provider via a SaaS deployment model and any other required Third Party Software as provided in this Solicitation.

If a Dual Prime Offer is submitted under the Dual Prime Operating Model, the System Provider and the Systems Integrator shall each sign a separate Signature Page pursuant to the instructions on the Dual Prime Operating Model Signature Pages. The Dual Prime Offerors shall have a written memorandum of understanding between the parties which should be submitted with the Dual Prime Offerors’ combined proposals setting forth the business and service delivery agreements between the Dual Prime Offerors and clearly delineating which Offeror will be the System Provider and which Offeror will be the Systems Integrator.

An award to a Sole Prime Offeror will result in one (1) contract between the State and the sole Offeror for all requirements under this Solicitation. An award to Dual Prime Offerors will result in two (2) contracts, one between the State and the System Provider and another between the State and the Systems Integrator.

Pricing (this an example of the pricing spreadsheet found in Attachment 4 – Cost Proposal Workbook – the final format of the pricing workbook is subject to change)

C. DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 Performance Work Statement

[To be included at time of award, as either separate attachment or text. If attached, revise Section J to include attachment as contract document. The Offeror’s Technica l Proposal in L.6 below will form the basis of the Performance Work Statement.]

C.2 Travel Requirements

Travel is to be included in fixed price cost.

C.3 State Provided Resources

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

C.4 Place of Performance

Contractor performance may be required at the contractor-site or a South Carolina facility in Columbia, SC. A specific facility will be identified at the time of the request based on the Contractor’s needs.

D. PACKAGING AND MARKING

D.1 Delivery/Performance Location

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

SFAA Division of Procurement Services 1201 Main St, Suite 600 Columbia, SC 29201

D.2 Payment of Postage and Fees

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

D.3 Marking Deliverables

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

E. INSPECTION AND ACCEPTANCE

E.1 Inspection of Services

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

E.1.2 The Contractor(s) shall provide and maintain a Service Level Agreement (SLA) and a Test Plan acceptable to the State covering the services under this contract. It is expected that these plans will be a part of the overall eProcurement Implementation Plan and completed by the vendor(s) as part of the initial tasks in this project. Complete records of all Quality Assurance (QA) and testing performed by the Contractor shall be maintained and made available to the State during contract performance and for three years after completion of all implementation services.

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

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

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

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

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

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

E.1.5.2 Terminate the contract for default.

E.2 Final Inspection and Acceptance

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

Inspection and acceptance will be performed at SFAA Division of Procurement Services, 1201 Main St. Suite 600, Columbia, SC 29201.

F. DELIVERIES OR PERFORMANCE

F.1 Period of Performance

The effective date of the contract(s) is the first day as specified on the final statement of award. In the event of a single contract award, the State anticipates the initial term of the contract will continue from the effective date until seven (7) years after the State’s acceptance of all implementation and integration services. After the end of the initial term, this contract shall automatically renew for an additional three-year period unless Contractor receives notice that the State elects not to renew the contract at least ninety (90) days prior to the end of the initial term. Notwithstanding anything to the contrary herein, the term of this agreement shall expire no later than fifteen years after the commencement of the implementation services.

The Contractor shall provide the Procurement Officer with prompt written notification of the day the implementation and integration services have been completed and accepted by the State.

In the event of a Dual Prime Operating Model the State anticipates two separate contracts as follows:

(a) One contract with the System Provider for the SaaS Services commencing on the effective date and continuing for an initial term of seven (7) years after the State’s acceptance of all implementation and integration services.

After the end of the initial term, this contract shall automatically renew for an additional three-year period unless Contractor receives notice that the State elects not to renew the contract at least ninety (90) days prior to the end of the initial term. Notwithstanding anything to the contrary herein, the term of this agreement shall expire no later than fifteen years after the commencement of the implementation services. The Contractor shall provide the Procurement Officer with prompt written notification of the day the implementation and integration services have been completed and accepted by the State.

(b) A second contract with the System Integrator for the performance of the integration service with a shorter term as mutually agreed by the parties.

F.2 Kick-Off Conference

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

SFAA, Division of Procurement Services 1201 Main St., Suite 600 Columbia, SC 29201

At a minimum, the meeting is to initiate the communication process between the State and the Contractor(s) by introducing key participants and explaining their roles.

The meeting will be coordinated by the Procurement Officer and include the Procurement Officer, and key program/project participants and the Contractor’s Point of Contract/Project Manager and key personnel.

F.3 Implementation Deliverables (Material Requirements)

F.3.1 eProcurement Implementation Plan

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

It is the State’s intent that the Solution functionality be implemented incrementally, focusing on functionality that provides quick wins for the State early and builds upon those wins over time until the entire solution has been implemented in accordance with solution requirements. Key functionality the State finds high value in includes, but is not limited to:

• SCEIS integration (vendors and financial)

• Electronic marketplace of high-value statewide contracts, including punch-out catalogs where it makes sense

• Sourcing functionality

• Single consolidated posting location for all State procurement opportunities

• Automated routing of work based on advanced business logic

• Improved ability to intuitively view and manage workload

• Improved end-to-end automation of procurement functions that eliminates re-entry of data already available in the solution

The State prefers that functionality, once ready for implementation, be rolled out to an initial group of pilot governmental bodies to ensure proper functionality prior to rollout to additional users. The length of the initial pilot and the future rollout schedule for functionality will be left to Offerors to propose in detail in their implementation plan.

The State is also seeking to minimize the disruption to daily work performed by procurement professionals during the implementation by limiting the need for duplication of entry and/or use of multiple systems to accomplish procurement tasks.

The State understands there is no ability to eliminate this but is seeking a proposed implementation approach that both minimizes the disruption and appropriately manages change throughout the implementation to minimize the impact on those performing procurement functions.

The State intends to implement the Solution as configured at award to meet State process requirements, limiting any customization of the Solution to those items that must be customized to meet State statutory requirements only. Where possible, the State will be flexible to adopt Solution processes and practices to simplify implementation efforts.

Along with the other terms in the final contract, the test and acceptance test procedures in the mutually approved Implementation Plan, in conjunction with the Service Level Agreement (SLA), shall be the basis for measuring Contract delivery performance. After approval of the initial Work Plan Schedule, the Procurement Officer and Contractor may meet to make adjustments to a previously approved plan.

However, the Work Plan Schedule cannot provide for deliveries or service completions beyond that of the contract’s period of performance. It should be noted that extension to the contract’s current performance period must have prior approval from the Procurement Officer through an executed modification to the contract.

Services or delivery completions provided to the State by the Contractor outside of the current Procurement Officer approved Work Plan Schedule and/or outside of the contract performance period will be considered late delivery.

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

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

F.3.2 Regular Progress Reports

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

Item Description

Bi-Weekly Project Status Report This report details topics discussed, and decisions made in meetings, utilizing a form and format agreed to between Contractor and State Project Manager.

The focus of this report will be a technical level of detail of the issues discussed and resolutions provided.

Monthly Project Status Report This report will use a form and format agreed to between the Contractor and State Project Manager. The focus of this report will be a higher-level view of the issues discussed and their resolutions, and an overall status of the project as compared to the Work Plan Schedule.

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

F.3.3 Final Report

Within 5 business days after completion of all implementation services and successful execution of all acceptance test and the State’s acceptance and approval of such services and the tests, the Contractor shall submit, to the State, a summary report of the work performed under the contract including a listing of services completed and/or deliverables delivered. Submission and acceptance of this final report is required before final approval of the implementation services by the State will be provided.

F.3.4 Quarterly Program Review Meetings

Program Review meetings will be held quarterly. Meetings may be in-person or by video/teleconference call. The purpose of these meetings is to update the State on the progress of the eProcurement implementation and to identify and resolve any potential roadblocks or problems. These quarterly meetings will be approximately 1-hour and the Contractor will be expected to provide an agenda and meeting content at least three (3) full working days prior to the meeting for the State’s review, and meeting minutes within five (5) working days after the meeting.

F.4 Acceptance

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

F.5 State Comments and/or Approvals

The State will provide comments, items for correction and/or approvals on deliverables as detailed in the Work Plan Schedule.

F.6 Key Personnel

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

The Contractor will provide the Key Personnel designated in its proposal. The Key Personnel for the implementation services may be different than the Key Personnel after the State has accepted the implementation services and moved into live production processing. No diversion will be made by the Contractor without the written consent of the State.

The Contractor will provide the State with immediate notice of the termination or transfer of any Key Personnel, the reason(s) for the termination or transfer, and an action plan for replacing the terminated or transferred employee. Contractor will promptly remove and replace any employee as may be reasonably requested by the State.

Prior to providing a replacement for any Key Personnel that leaves the project for any reason, Contractor will obtain the State’s written approval of the replacement, which may be withheld in the State’s sole discretion. Contractor will provide the State with all reasonably requested information regarding such replacement to allow for the State to determine if it approves of the replacement.

Contractor will: (i) ensure that any replacement candidate proposed by Contractor has qualifications and experiences of substantial similarity to the qualifications and experiences of the individual being replaced and such replacement will not delay the Project; and (ii) use reasonable efforts to ensure that such replacement has served on the Project in another role and that replacement candidate had not been previously removed due to the State’s request. The contract will be modified to reflect any changes to the Key Personnel.

F.7 Agency Business Hours

The Agency’s business hours are typically 8:00 AM to 5:00 PM Eastern time, Monday

– Friday, except State and federal holidays. The Contractor shall coordinate work hours at government facilities with the State Project Manager. The Contractor shall not perform work at government facilities on holidays or other non-business days without prior approval of the State Project Manager.

In coordination with the State Project 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 agency facilities.

F.8 Notice Regarding Late Delivery

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

G. CONTRACT ADMINISTRATION DATA

G.1 Procurement Officer’s Authority

All authority regarding this procurement is vested solely with the responsible Procurement Officer. Unless specifically delegated in writing, the Procurement Officer is the only government official authorized to bind the government with regard to this procurement or the resulting contract. [02-2A007-1]

G.2 Invoicing Instructions

The State shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for services rendered and accepted, less any deductions or holdbacks provided in this contract. Payments will be made on the following schedule (to be completed at the time of award).

H. SPECIAL CONTRACT REQUIREMENTS

H.1 Disengagement Services

H.1.1 Availability.

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

H.1.2 Detailed Disengagement Plan.

Contractor shall prepare and deliver to the State a detailed Disengagement Plan for its review, comment and approval within thirty (30) business days after written notice from the Procurement Officer. The proposed detailed Disengagement Plan shall describe in detail the specific disengagement activities to be performed by Contractor, the State and/or its designee(s) to transition the eProcurement Solution functions to SFAA or its designee(s). Contractor shall address and resolve any questions or concerns the State may have as to any aspect of the proposed detailed Disengagement Plan and incorporate any modifications, additions or deletions to such Disengagement Plan requested by the State. Contractor’s detailed Disengagement Plan as approved by the State in writing shall be deemed appended to and incorporated in the contract.

H.1.3 Performance.

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

H.1.4 Rates and Charges.

To the extent the Contractor is able to provide the Disengagement Services requested by the State using personnel and resources already assigned to the State without adversely affecting Contractor’s ability to meet its performance obligations, there will be no additional charge to the State for such Disengagement Services. If Contractor cannot provide material Disengagement Services requested by the State using then assigned Contractor Personnel, charges will be calculated at the time and materials rates in Contractor’s Business Proposal and the State’s approved Disengagement Plan.

The State, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by Contractor, the schedules associated with such work or the Service Levels to permit the performance of Disengagement Services using then assigned Contractor personnel.

Part II-Contract Clauses

I. CONTRACT CLAUSES

I.1 Mandatory Clauses

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

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

I.1.1. 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.

I.1.2. 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. For purposes of clarification, if one Prime Contractor in a Dual Prime Model is notified hereunder, the State is also required to copy other Prime Contractor.

I.1.3. 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.

I.1.4. 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.

I.1.5. Open Trade

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

I.1.6. Payment and Interest

(a)Payment of all implementation and subscription fees shall be in accordance with the schedule set forth in the final statement(s) of work. (b) Unless otherwise provided herein, including the purchase order, payment will be made by electronic payment to the bank account identified by the vendor.(c) Notwithstanding any other provision, payment shall be made in accordance with S.C. Code Section 11-35-45, 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 (e) Any other basis for interest, including but not limited to general (pre- and post-judgment) or specific interest statutes, including S.C. Code Ann. Section 34-31-20, are expressly waived by both parties. If a court, despite this agreement and waiver, requires that interest be paid on any debt by either party other than as provided by items (c) and (d) above, the parties further agree that the applicable interest rate for any given calendar year shall be the lowest prime rate as listed in the first edition of the Wall Street Journal published for each year, applied as simple interest without compounding. (f) The State shall have all of its common law, equitable and statutory rights of set-off.

Acceptance for payment purposes does not constitute acceptance of the final product or services under Section E above, entitled Inspection and Acceptance.

I.1.7. 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.

I.1.8. Termination Due to Unavailability of Funds

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

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

I.2 Proposed Contract Terms

The State proposes to include all the terms in Attachment I and the Service Level Agreement in Attachment E in any contract resulting from this solicitation. You may state an exception to any term in Attachments I and/or E. If you do so, you must:

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

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

c. Indicate what change or alternative language you propose;

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

e. Refer to instructions in Attachment I and submit a redlined version with any changes with your offer.

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

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

J. LIST OF ATTACHMENTS

J.1 Solicitation Exhibits Anticipated to be Incorporated into Final Contract

Attachment A – Cover Page, Page 2 and, if applicable, Page 3

Attachment E – Service Level Agreement

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

Attachment 3 – Requirements Traceability Matrix

J.2 Solicitation Exhibits Not Incorporated into Final Contract

Attachment C – Statement of Objectives (SOO)

Attachment I – Proposed Contract Terms

Attachment L.1 - Instructions to Offerors

Attachment L.2 – Service Provider Security Assessment Questionnaire

Attachment 1 – Higher Education ERP Systems

Attachment 2 – Data Flow

Attachment 4 – Cost Proposal Workbook

Attachment 5 – Current Active Contracts

Attachment 6 – Local Spend

Attachment 7 – Purchase Orders (2019)

Part IV-Representations and Instructions

K. REPRESENTATIONS, CERTIFICATIONS, AND OTHER

STATEMENTS OF OFFERORS

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

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

L. INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 Information in attachments

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

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

You shall submit a signed Cover Page and Page Two (and page three if submitting a Dual Prime Offer). If you submit your offer electronically, you must upload an image of a signed Cover Page and Page Two (and page three if submitting a Dual Prime Offer). Your offer should include all other information and documents requested in this part and in any appropriate attachments addressed in Part J, Attachments to Solicitations. You should submit a summary of all insurance policies you have or plan to acquire to comply with the insurance requirements stated herein, if any, including policy types; coverage types; limits, sub-limits, and deductibles for each policy and coverage type; the carrier's A.M. Best rating; and whether the policy is written on an occurrence or claims-made basis.

Dual Prime Offerors should submit a written memorandum of understanding between the Systems Provider and Systems Integrator as referenced in Attachment L.1 under the “Sole Prime Operating Model and Dual Prime Operating Models” clause.

L.3 Cross Referencing

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

L.4 Proposal Preparation

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

The proposal should be submitted in the following parts:

1. Letter of Interest – limit 2 pages

2. Qualifications and Technical Proposal – see page limits described below which do not include Attachment 3 - RTM

3. Proposed Cost – using the Cost Proposal Workbook

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

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

L.5 Letter of Interest

The vendor or vendors in the case of a Dual Prime Offer, should include a letter of interest that summarizes the Offeror’s, or Offerors, ability to perform the services requested and a statement that the Offeror(s) is/are willing to perform those services and enter into a contract with the State. This letter should be signed by an individual(s) having the authority to commit the Offeror(s) into a contract and should provide a statement confirming the commitment of key personnel who were identified in the submittal to the project. This letter should not be more than 2 pages in length.

The letter of interest shall identify all enclosures of the proposal. In addition, it should provide:

1. The solicitation number;

2. The name, address, and telephone and facsimile numbers of the Offeror(s) (and electronic address if available);

3. A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and agreement to furnish all services upon which proposed

4. Names, titles, and telephone and facsimile numbers (and electronic addresses if available) of persons authorized to negotiate on the Offeror’s behalf with the State in connection with this solicitation; and

5. Name, title, and signature of person(s) authorized to sign the proposal.

Proposals signed by an agent shall be accompanied by evidence of that agent’s authority, unless that evidence has been previously furnished to the issuing office.

6. Acknowledgement of Solicitation Amendments (if any)

7. A clear statement in their proposal that the proposal(s) is/are valid for no less than 210 calendar days from the closing date of the solicitation.

L.6 Technical Proposal

Proposals must be clear, coherent, and prepared in sufficient detail for effective evaluation of the Offeror’s proposal against the evaluation criteria. Proposals must clearly demonstrate how the Offeror intends to accomplish the project and must include convincing rationale and substantiation of all claims. Do not provide unnecessarily elaborate brochures or other presentations beyond those sufficient to present a complete effective response to the solicitation.

The Offerors shall describe their proposed approach, as appropriate, through the use of graphs, charts, diagrams and narrative, in sufficient detail for the State to understand and evaluate the nature of the approach. In its evaluation, the State will consider the degree of substantiation of the proposed approaches in the proposal volumes and in response to any discussions if held.

The technical proposal should clearly present the Offeror’s ability to implement the eProcurement Solution and related services. Therefore, the proposal must present sufficient information to reflect a thorough understanding of the system requirements and a detailed approach to achieve the objectives and requirements of the Statement of Objectives (SOO). Offeror is asked not to merely paraphrase the requirements of the State's statement of work or parts thereof, or use of such phrases as "will comply" or "standard techniques will be employed".

The technical proposal must include a detailed description of the techniques and procedures to be employed in achieving the proposed end results in compliance with the requirements of the Statement of Objectives (SOO) incorporated herein. In addition, this Section will include the Offeror's outline, addressing the business/management aspects of this procurement, the resources the Offeror will use and how the Offeror will use them. These detailed descriptions must be cross referenced to the requirements of the SOO. As applicable, please state facts quantitatively wherever possible, with charts, lists, matrices, tabulations, etc.

In addition, technical proposal will include the Offeror’s minimum labor description including skills and abilities for each labor category.

Please review proposal to assure you have considered the following:

1. Proposal does not contain extraneous, repetitious, or wordy submissions.

2. Take care to proofread the proposal. Typographical, grammatical, and spelling errors reflect poorly on quality control abilities.

3. Do not simply rephrase or restate the State’s requirements, but rather provide convincing rationale to address how the Offeror intends to meet the requirements.

4. Do not rely on past performance as convincing rationale to address how the Offeror intends to meet the requirements.

5. Assume that the State has no prior knowledge of the Offeror’s capabilities and experience. The State will base its evaluation only on the information presented in the Offeror’s proposal.

L.7 Technical Proposal Table of Contents

The technical proposal must include a table of contents reflecting only the contents of that volume.