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HomeMy WebLinkAboutBack-Up DocumentsACCESSING COMPETED CO-OP and GOVERNMENTAL CONTRACTS CHECK LIST CON`I'R.,kCT NO.: RIP 19-013693-,J,IX PROCURE.INIENT CONTRACTING OFFICER: Charles Johnson DATE SUBMITTED: 2/3,118 TITLE:: Mobile Device Application Accessing Cg -"p and Governmental Contracts Package All :Accessing ol•rontacts trust he reviewed and approved by the Department Director with signature below. Procurement Documents -- to be incluClecl in Approval Package ❑ Award Summary Form for Director or City Manager (i f applicable) ® Agelula ltC111 Summary Form (for Commission Approval --- if applicable) Resolution (fear Commission Approval -- if applicable) Copy of this checklist signed by the Director Co-op/Go.ernmuntal Agency Documents — to be includcd in Approval Package ® Copy of Tally!Evaluation Results (score sheets, ranking or summary) ❑ Copy of C'ontract's Advertisement & Distribution information Copy of C ontract/Solicitation Being Accessed Copy of Award Sheet Approval Docutrncnts Q Copy of ProposaliE3id NOTES: �� �1r 1.�'►. � ` , . � � L� +—� ,' 6. ,_� `% ; ``t.•, ti '�-_�: ,.-` (' f•..A , -l.t= Com' -,.., k�-t it !'-�-. APPROVED as a cotitract which %nas entered into pursuant to a compef Ake p1•nL' SS in C0111t)Irance With Cit% lu%%s. policies and procedure.. 0 NOT APPROVED as a contract which w as cnterod iw�i prrrsu. III to a conipetNi%e proem in compliance with C (N. laws•, l)olici s and pr•occctures. 4 i �nttis Pette . { PO Director, Department of Procurenmit 10/8/14 State of North Carolina Office of Information Technology Services Pat McCrory, Governor Memorandum To: From: Subject: Date: Jennifer Costa, Purchasing Department of Public Safety Sherwood Creech, Contract Specialist Statewide IT Procurement Office Chris Estes, State Chief Information Officer .S�ezcuaad �:eecl Evaluation of Award Recommendation of Mobile Device App RFP 19-012693-JJX, ITS -007954 March 16, 2015 Your award recommendation for RFP 19-012693-JJX was received on March 12, 2015. The evaluation methodology outlined in the RFP 19-012693-JJX appears to have been followed during your evaluation of the bids. Your award recommendation appears to have adequate explanation of your scoring methodology and basis for the scores given. The Statewide IT Procurement Office has completed its review of your recommendation and authorizes your recommendation for the award of RFP 19-012693-JJX for the Mobile Device App to IT People. The initial term of the contract shall be awarded as a pilot project for one year in the amount of $158,230.00. At the end of the pilot, the Department of Public Safety (DPS) is looking to expand the project to include the entire State. Before the second phase of the project is implemented, DPS will need to document acceptance criteria for the pilot and supply evidence that those criteria are satisfied prior to entering Phase 2. Phase 2 of this project shall be for one year in the amount of ;1,271,270.00. No changes to the scope, the contract term or the dollar amount shall be allowed without prior written approval from the Statewide IT Procurement Office. After you have executed your contract and issued your purchase order, please send the fully executed copies of the final contract along with your issued purchase order to this office for our files. If you have any questions or require further information, please contact Sherwood Creech at (919) 754-6668 or at Sherwood.creech(�nc.gov . P.o. Box I • Raleigh, Anrrh Canolum ?7b19-72[10 1tI:919.981.5555 &%WC0U1-1cr51-01-II \n I quM i OPO,nttunity 111innanw boon Fniplo%cr No% Carolina De artmen of Public Safety t3' ' Purchasing and Logistics Pat McCrory, Governor William Crews, Commissioner Frank L. Perry, Secretary Joanne B. Rowland, Acting Director March 11, 2015 Memorandum To: Sherwood Creech Contract Specialist From: Jennifer Costa''''r Cca- Purchasing Agent it Subject: Request for approval to award — Mobile Device Application Our RFP No. 19-012693-JJX ITS File No. ITS -007954 This memorandum is to recommend award of the Mobile device Application RFP to IT People, Corp. to provide an Anonymous Reporting Application for middle and high school students, parents and teachers to use via smart phones or internet capable devices. While the original scope of the project was statewide, due to costs it is our recommendation to begin the project as a pilot in four counties (Avery, Forsyth, Lenoir and Wake). The RFP was posted on the Interactive Purchasing System on May 2, 2014 with a bid opening date of June 2, 2014. Addendum 1 was posted on May 9, 2014 with responses to questions received regarding the mandatory pre-bid conference. A mandatory pre-bid conference was held on May 14, 2014 with five Vendors in a tendance. Vendors were allowed to submit questions and clarifications until May 16, 2014. On May 21, 2'715 Addendum 2 was posted with responses to the additional questions. Addendum 3 was issued on May 27, 2014 which changed the bid opening date to June 11, 2014. The technical proposals were publically opened on June 11, 2014 with one Vendor, IT People Corp. in attendance. Three proposals were received in response to the RFP. Proposals were submitted by: 1. AT&T Mobility National Accounts, Inc. 2. Bright Arrow Technologies, inc. 3. IT People Corp. EVALUATION PROCESS The evaluation process was conducted using the "Best Value Methodology" in accordance w4h NCGS 143-135.9 and the evaluation criteria defined in the RFP. An evaluation committee of three (3) voting members was established which included Center for Safer Schools staff members and Departmental Information Systems staff. The evaluation committee performed individual reviews of the proposed solutions to determine if the Vendor was capable of meeting the intent of the RFP based on the written proposal. Each member noted strengths, weaknesses and clarification points for evaluation committee discussion. MAILING ADORESS: 3030 Hammond Business Place 4227 Mail Service Center Raleigh, NC 27699-4227 www ncdps.aov surr, www.ncdps gov An Equal Opportunity Employer OFFICE LOCATION: 3030 Hammond Business Place Raleigh, NC 27603-3666 Telephone (9191743-8141 Fax (919)-715-3731 Page 2 of 4 t ,. J07954 Recommendation Letter After independently reading all proposals, the evaluation committee convened on July 16, 2014 to review each proposal as a committee. Noted strengths and weaknesses were discussed and proposals were scored based on the discussions of the committee. After scoring was complete, cost proposals were opened. All of the bids far exceeded the dollar amount allocated for this project. IT People, Corp and AT&T, lnc., received the highest scores and were invited to provide demonstrations of their products to the committee. Vendor demonstrations were held on August 4, 2414. Each Vendor was given 30 minutes prior to their start time for setup and 3 hours for demonstrations and to answer any questions from the committee. Following each demonstration, the Evaluation Committee briefly discussed the correlation between the product's demonstrated capabilities and the written proposal and also conferred about the overall strengths and weaknesses of the product. After demonstrations the evaluation committee made a recommendation for IT People Corporation's product. However, because the price exceeded the allocated budget, the Department decided to negotiate with the Vendor for a lower price and to do a pilot project in select counties until the state could secure additional funding. After consultation with T�e Governor's Crime Commission (grant funding agency for this project), the Center determined it was appropriate to re -scope the original grant proposal and scale down and pilot this project in a few counties to determine its utility and efficaciousness. Negotiations were held with IT People, Corp. to determine a price for conducting a pilot project and additional funds were located through a Homeland Security grant to begin this pilot project. This is being paid from two grant funding sources. EVALUATION CRITERIA Criteria Sectiou Maximum Score Technical Solution Proposed. Scope of Work— Including mobile device application, 400 website development, security protocols, and data analysis reports, Y from Section III) Project Work Plants or Timeline for Completion 104 Training Plans — Including►vebnars and training f©r trainers. I 1110 Cast Proposal 200 Corporate Background and Experience, References, and Key Personnel Experience 200 TOTAL SCORE: 1000 Rage 3 of 4 EVALUATION SCORE SUMMARY ti _. 707954 Recommendation Letter Criteria Section AT&T Bright Arrow IT People Corp Technical Solution ProposedlScope of Work - Including mobile device application, website development, security 345 30 324 protocols, and data analysis reports. (from Section III) Project Work Plans or Timeline for 100 20 30 Completion Training Plans - Including webinars and 100 20 45 training for trainers. Cost Proposal 15 200 113 Corporate Background and Experience, 140 40 180 References, and Key Personnel Experience 1 TOTAL SCORE: 700 310 688 ANALYSIS OF VENDOR PROPOSALS AT&T AT&T is a well known global communications provider. The solution offered by AT&T was through a combination of apps consisting of Rave Eyewitness, Rave Guardian, Rave Panic Button and Rave Messenger. At least one of these applications is in use at several college campuses across the state. The proposal response presented by AT&T was not as descriptive of the applications as we would have liked. Many of the responses to specifications were listed as "fully compliant" or "read and understood", This made it hard for the evaluation team to determine exactly what AT&T was offering. The screen shots provided looked good and lead the tears to believe all parts of the application were currently available. The cost proposal provided by AT&T was very high, $5,251,800.00 annually, and far exceeded our initial budget of $105,000.00. This is reflected in their score of only 15 out of 240 points. Because AT&T scored so high in the review of their proposal response, they were invited to provide a demonstration of their applications. After the demonstration, the evaluation team realized the application being offered by AT&T was more of a personal safety application than an anonymous tip reporting app. The application, as presented during the demonstration, would set a timer when someone left a location for the period of time it would take them to get to where they were going. If they did not reach their destination, the program would send a text alert to a selected person. This was not what the Department was looking for in an anonymous tip reporting application. The application also did not have any of the reporting tools the Department was seeking. This would have to be developed. As a result of the cost of AT&T's proposal exceeding our budget so substantially and the demonstration of the product not meeting our requirements, the Department does not wish to award to AT&T. Page 4 of 4J ®right Arrow I _7954 Recommendation Letter Bright Arrow proposed to design and implement an application to our specifications which would take 120-180 days to complete. They stated they could meet all of our requirements. However, they did not have an already existing application that we could see in a demonstration or in screen shots in the proposal response. The time it would take to develop and implement the application was longer than the Department would have liked. For this reason, the Department does not wish to award to Bright Arrow. IT People Corporation lT People Corporation is a minority, woman owned resident state bidder. They proposed a solution by iThin©ware, Inc. called Watch. iWatch was originally developed for use by law enforcement for citizens to report crime tips to police. It can be easily modified to report tips to schcoi administrations. The Vendor demonstrated that the application currently exists and is being used in other states. Their proposal included screen shots of the application in use, both on a smartphone and the web application. Because IT People Corporation scored second highest, they were invited for a demonstration. The evaluation team was very impressed with the demonstration provided by IT People. The application could perform all of the requirements we needed with minor modifications being needed to route the tips to the school. The application aiready has a website which administrators could tog into to see tips, see the follow-up progress of the tips, and has a reporting functionality. Although the application could not be searched by keyword this could be modified to be done. The Vendcr also provides marketing materials included in the cost of the application. After the demonstrations, the evaluation team felt the solution proposed by IT People Corp would best meet our requirements. Due to the high cost of IT ,People Corp.'s proposal, the Department elected to negotiate with the Vendor to do a pilot project in select counties until additional funds could be obtained either through grants or corporate sponsorships. A BAFO was submitted to IT People Corp for a pilot project to start in select counties and as additional funds became available to add other schools across the state. FINAL RECOMMENDATION It is our recommendation that this bid be awarded to IT People Corporation for a pilot project in the amount of $158,230.00. Once additional funds become available the Department would also like to implement the solution statewide at a cost of $1,271,270.00 for the first year. After the first year, annual recurring costs would be $314.00 per school or approximately $471,000.00 per year. Please let me know if you need additional information. Solicitations by Purchasing Agent Page 1 of 2 PS-*, interactive purchasing -system W State of North Carolina Interactive Purchasing System Solicitations by Purchasing Agency To view or print the bid document, click on the bid number below. Any subsequent addenda will also be available via this Web site. If an addendum has been issued, it will be located directly under the bid being modified and will be designated as an addendum. Solicitations for Statewide Term Contracts are in RED, Soiicitations for Agency Specific Term Contracts are in GREEN and Solicitations for Recovery Funds are in BLUE.. It is the bidders responsibility to insure that all addenda have been reviewed and, if need be printed, signed, and returned. WHO SHOULD BE CONTACTED? If you are having difficulty retrieving a solicitation document, or the document is incomplete, click on the code or number listed in the HELP column to obtain assistance. This will bring up a new screen that will show the person to contact to help you retrieve the document. If, however, you have a question ccrcerning the details of a solicitation, contact the purchaser listed in the solicitation document. DEPARTMENT - Public Safety 12-012682-M5X PREA Audit Services 4/24/2014 5/22/2014 2:00 PM ET 12 -- 19 -012695 -SCP Boneless /Sk rless Tur'lkey Thighs 19 o17696 -SCP Bid Bid Turkey Items 19 -0_12698 -SCP [late Opening Opening Bid Number Description Issued Date Time Heip 12-Q12548-P)W Fresh Fruit & Vegetables Poultry Items- 8/19/2014 2:00 PM ET 9-612693 3]g Mobile Device Appftcatton - -- _2/20/2014 ,5/2j2o14 .6/2/2014 2:00 PM ET -ILL- 3 19-012713-gwL Mandatory Conf/Site Visit: OS/14/2014 19-012715-MJM ; 19-0t271 -SCP Poult.,-y Feed 10:00 AM ET Location - PR46 - 2020 Yonkers Rd. Raleigh, NC - 5/22/2014--_2:00 PM ET` 5/7/2014 5/22/2014 2:00 PM ET 27604 @ 2:00prn EST - - 5/22/2014 2:00 PM ET 5/8/2014 5/22/2014 19-0!2583-6Z Lift Stabon Cleaning .4/24/2014 5/29/2014 2:00 PM ET 12- 19-012714-110M C"emicals' Akid Resin I & A;;k'rl� A-zin tI 5/7/2014 5/25/2014 2:00 PM ET JL - L-19012719-80M 1101 2719-80M Cinerrical: Glycol Ether E3 5/8112014 5/28/2014 2:00 PM ET 19-01 7L?_-BDM F13sti.. Quar, Bottles & Caps 5/8/2014 5/_27/2014_ _2:00 PM ET Z9-01yI9-MJM Magazine Fielder/Single Handcuff Pouch & 5/8/2014 5/27/2014 2:00 PM ET Flashlight Holder 12-012682-M5X PREA Audit Services 4/24/2014 5/22/2014 2:00 PM ET 12 -- 19 -012695 -SCP Boneless /Sk rless Tur'lkey Thighs 19 o17696 -SCP Chicken Items 19-012597.51; Turkey Items 19 -0_12698 -SCP Frozen Vegetables - 19 -012649 -SCP Cherie Items 19 -012700 -SCP Fish Items 199-0�5CP 'Dairy Items 19 -91270' -SCP _Beef_Trimmings/Beef Round - 19 -012703 -5 -CP Poultry Items- 19 -012704 -SCP Liquid Whole Eggs 19 -012705 -SCP Pork & Veal Items I9-012711-PJW Woad Finish Materials 19 -012712 -ODM Color Copy Paper 19-012713-gwL Polo Style Shirt 19-012715-MJM Uniformed Armed Security Guard Service 19-0t271 -SCP Poult.,-y Feed 5/5/2014 - T5/5/2014� 5/22/2014 10:00 AM E7 5/22/2014 10:00 AM E7 19-- 5/5/2014 5122/201.4 10:00 AM ET 19- 5/5/2014 5/22/2014 10:00 AM ETa _ 5/5/2014_ 5/22/2014 10:00 AM ET,,- 5/6/2014 5/22/2014 10:00 AM ET 2- 5/6/2014 5/22/2014 10:00 AM ET 19- 5/6/2014 _5/22/2_014 10:00 AM ET 19- 5/6/2014 5/22/2014 10:00 AM ET 2- 516_/2014 5/22/2_014 i0:00 AM ETA - 5/15/20145122/2014 10:00 AM ET F5/7/2014 - 5/22/2014--_2:00 PM ET` 5/7/2014 5/22/2014 2:00 PM ET 5/7/2014 5/22/2014 2:00 PM ET 5/8/2014 5/22/2014 2:00 PM ET 19- 5/8/2014 5/8/20i4 5/22120:4 2:00 PM ET I https:/'w%vw.ips.state.nc.us/ips,SidList.aspx?x=3%2bl%2#X3b%'2bZ6HY'Voph%2fe173... 5/9129144:56.06 PVI STATE OF NORTH CAROLINA Department of Public Safety Purchasing and Logistics Office REQUEST FOR PROPOSAL NO. 19-012693-JJX Bids will be publicly opened: 2:OOpm, June 2, 2014 Contract Type: Open Market Refer ALL Inquiries to: Jennifer Costa Telephone No. (919) 324-6450 Date Issued: May 2, 2014 Commodity Number: 208 Commodity: Mobile Device Application E -Mail: Jennifer.Costa@ncdps.gov Using Agency Name: NC Center for Safer Schools (See page 2 for delivery instructions) Agency Requisition No. RQ17263863 OFFER AND ACCEPTANCE.: This solicitation advertises the State's needs for the services and/or goods described herein. The State seeks proposals comprising competitive bids offering to sell the services and/or goods described in this solicitation. All proposals and responses received shall be treated as offers to contract. The State's acceptance of any proposal must be demonstrated by execution of the acceptance found below, and any subsequent Request for Best and Final Offer, if issued. Acceptance shall create a contract having an order of precedence among terms as follows: Special terms and conditions specific to this RFP, Specifications of the solicitation documents, except as amended, the North Carolina Information Technology Procurement Office General Terms and Conditions for Goods and Related Services, the North Carolina Office of Information Technology Supplemental Terms and Conditions for Software and Services, if any, Best and Final Offers, if any and the awarded Vendor's proposal. EXECUTION: In compliance with this Request for Proposal, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all services or goods upon which prices are bid, at the price(s) offered herein, within the time specified herein. By executing this bid, I certify that this bid is submitted competitively and without collusion. Failure to execute/sign bid prior to submittal shall render bid invalid. Late bids are not acceptable. BIDDER: STREET ADDRESS: P.O. BOX: ZIP: CITY & STATE & ZlP: TELEPHONE NUMBER: TOLL FREE TEL. NO PRINT NAME & TITLE OF PERSON SIGNING: FAX NUMBER: AUTHORIZED SIGNATURE: DATE: E-MAIL: Offer valid for ninety (90) days from date of bid opening unless otherwise stated here: days ACCEPTANCE OF BID: If any or all parts of this bid are accepted, an authorized representative of shall affix their signature hereto and this document and the provisions of the special terms and conditions specific to this Request for Proposal, the specifications, and the State's General Terms and Conditions shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful Vendor(s). FOR DPS USE ONLY Offer accepted and contract awarded this _ day of 20 , as indicated on attached certification, by (Authorized representative of DPS). Page 2 of 47 DELIVERY INSTRUCTIONS: Vendor must deliver one (1) signed original and five (5) copies of the Proposal to Issuing Agency in a sealed package with Company Name and RFP Number clearly marked on the front. Vendor must return all the pages of this solicitation in their response. Vendor must also submit one (1 } signed, executed electronic copy of its proposal on USB Flash drive or read-only CD/DVDs . The files should not be password -protected, should be searchable and should be capable of being copied to other media. Address envelope and insert bid number as shown below. Please note that the US Postal Service does not deliver any mail (US Postal Express, Certified, Priority, Overnight, etc.) on a set delivery schedule to this Office. It is the responsibility of the Vendor to have the bid in this Office by the specified time and date of opening. DELIVER TO: BID NUMBER: 19-012693-JJX Department of Public Safety Purchasing & Logistics Office 3030 Hammond Business Place Raleigh, NC 27603 Sealed bids, subject to the conditions made a part hereof, will be received at 3030 Hammond Business Place Raleigh, NC until 2:00pm Eastern Standard Time on the day of opening and then opened, for furnishing and delivering the commodity as described herein. Proposals for this RFP must be submitted in a sealed package with the Execution of Proposal signed and dated by an official authorized to bind the Vendor's firm. Failure to return a signed execution of proposal shall result in disqualification. All proposals must comply with Section VI, Proposal Content and Organization. Proposals will not be accepted by electronic means. This RFP is available electronically at https:/.,'�.A,,jvl,v.i2s.state.nc.us/ipsi'. All inquiries regarding the RFP requirements are to be addressed to the contact person listed on Page One. DIGITAL IMAGING: The State will digitize the Vendor's response if not received electronically, and any awarded contract together with associated contract documents. This electronic copy shall be a preservation record, and serve as the official record of this solicitation with the same force and effect as the original written documents comprising such record. Any printout or other output readable by sight shown to reflect such record accurately is an "original." Mandatory Pre -Bid Conference: There will be a mandatory Pre -Bid Conference held on Wednesday, May 14, 2014 at 2:00pm Eastern Standard Time in the Old Purchasing Conference Room, Room PR46 at 2020 Yonkers Road, Raleigh, NC 27604. For easy access, please enter through Door #3. Vendors wishing to submit a bid must attend this conference. Proposal will only be accepted and considered from Vendors that attend this mandatory conference. Written questions concerning this RFP will be received until May 16, 2014 at 5:00 pm Eastern Standard Time. They must be sent via e-mail to: Jennifer.Costa(c�ncdps.gov. Please insert "Questions 19-012693-JJX" as the subject for the email. Questions received prior to the Mandatory Pre -Bid Conference will be answered at the Conference. Rev 1:©72011 Page 3 of 47 RFP No.: 19-012693-JJX OFF The State will prepare responses to ail written questions submitted, and post an addendum to the Interactive Purchasing System (IPS) https:llw'Nw.ips.State, nc.ushps/. Oral answers are not binding on the State. Vendor contact regarding this RFP with anyone other than Jennifer Costa may be grounds for rejection of said Vendor's offer. Addendum to RFP: If a pre-bid conference is held or written questions are received prior to the submission date, an addendum comprising questions submitted and responses to such questions, or any additional terms deemed necessary by the State will be posted to the Interactive Purchasing System (IPS), https://www.ips.state.nc.us/ipsl, and shall become an Addendum to this RFP. Vendors' questions posed orally at any pre-bid conference must be reduced to writing by the Vendor and provided to the Purchasing Officer as directed by said Officer. Critical updated information may be included in these Addenda. It is important that all Vendors bidding on this proposal periodically check the State website for any and all Addenda that may be issued prior to the bid opening date. Basis for Rejection. Pursuant to 9 NCAC 0613.0401, the State reserves the right to reject any and all offers, in whole or in part; by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered; non-compliance with the requirements or intent of this solicitation; lack of competitiveness; error(s) in specifications or indications that revision would be advantageous to the State; cancellation or other changes in the intended project, or other determination that the proposed requirement is no longer needed; limitation or lack of available funds; circumstances that prevent determination of the best offer; or any other determination that rejection would be in the best interest of the State. NOTICE TO VENDORS: The State objects to and will not be required to evaluate or consider any additional terms and conditions submitted with a Bidder's response. This applies to any language appearing in or attached to the document as part of the Bidder's response. By execution and delivery of this Invitation for Bids and response(s), the Bidder agrees that any additional terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect. LATE PROPOSALS: Regardless of cause, late proposals will not be accepted and will automatically be disqualified from further consideration. It shall be the Vendor's sole risk to ensure delivery at the designated office by the designated time. Late proposals will not be opened and may be returned to the Vendor at the expense of the Vendor or destroyed if requested. VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: Vendor Link NC allows Vendors to electronically register with the State to receive electronic notification of current procurement opportunities for goods and services available on the Interactive Purchasing System at the following web site: https://www.ips.state.nc.uslips Rev 1:07:201 4 Page 4 of 47 RFP No.: 19-012693-JJX OFFEROR: Table of Contents Section I. Introduction Section 11. Bidding Information A. Instruction to Vendors B. General Conditions of Proposal C. Evaluation Process Section 111. Technical Specifications Section IV. Cost Proposal Section V. Other Requirements and Special Terms Section VI. Proposal Content and Organization Section VII. Contractual Terms and Conditions Section VIII. Attachments or Exhibits Page No. 5 5 5 6 9 12 16 16 24 26 42 Rev. 1/07/2014 Page 5 of 47 RFP No.: 19-012693-JJX 1. Introduction OFFEROR: In recent months our educational systems have witnessed continued incidents of violence and threats of violence against the student population around the country. It is the goal of the Center for Safer Schools, the Department of Public Instruction, and the 115 Local Education Agencies (LEA) to provide a safe environment for all North Carolina students. This RFP is designed to provide another tool to prevent inappropriate, threatening, or violent behavior from occurring in our schools. This is to be accomplished by having the Vendor provide an easily accessible application by which students, parents and/or school staff can anonymously alert school authorities of incidents. The alert system shall be accessible through mobile devices (smart phones, tablets, etc.), or via the internet (workstations, laptops, etc.). It is our intention to procure as a service an alert system 'hosted by the Vendor. The alert system for reporting incidents must have been deployed and operational in companies and/or schools/school systems. This alert service is not intended to replace the use of the 911 system, but may in the future work in coordination with it. Tips which are received via the alert system will be tracked and maintained in a manner which enables ad hoc reporting capability. Such capability will be used to determine trends in order to develop preventative measures which may be taken by local schools to avoid incidents. The purpose of this RFP and any resulting contract award is to solicit proposals to address these business needs. Products and services will be provided in accordance with the terms and conditions of this RFP. Section 11. Bidding Information A. Instructions to Vendors Additional acronyms, definitions and abbreviations may be included in the text of the RFP. 1) Proposals submitted electronically, or via facsimile (FAX) machine will not be accepted. 2) EXECUTION: Failure to sign under EXECUTION section will render proposal invalid. 3) TIME FOR CONSIDERATION: Unless otherwise indicated on the first page of this document, Vendor's offer must be valid for ninety (90) days from the date of proposal opening 4) FAILURE TO MEET PROPOSAL REQUIREMENTS: While it is not anticipated that the awarded Vendor will fail to meet the proposal requirements, if such should occur, the right is reserved to further evaluate the responses to this RFP and then to recommend an award to the next Vendor response that represents the best interest of the State. 5) PROMPT PAYMENT DISCOUNTS: Vendors are urged to compute all discounts into the price offered. If a prompt payment discount is offered, it will not be considered in the award of the contract except as a factor to aid in resolving cases of identical prices. 0) MISCELLANEOUS: Masculine pronouns shall be read to include feminine pronouns and the singular of any word or phrase shall be read to include the plural and vice versa. 7) VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: Vendor Link NC allows Vendors to electronically register with the State to receive electronic notification of current procurement opportunities for goods and services available on the Interactive Purchasing System at the following web site: https://wwN.ips.state.nc.us/IPS/Vendor/Vndrmess.asp 8) ORGANIZATION: Vendors are directed to carefully review Section VI herein and fully comply with the content and organizational requirements therein. Rev 1,^0712014 Page 6 of 47 RFP No.: 19-012693-JJX oFFE 9) E -PROCUREMENT: This is not an e -procurement solicitation. See paragraphs #47 and 48 of the attached information Technology Terms and Conditions for Goods and Related Services apply as amended. The Terms and Conditions made part of this solicitation contain language necessary for the implementation of North Carolina's statewide e -procurement initiative. It is the Vendor's responsibility to read these terms and conditions carefully and to consider them in preparing the offer. By signature, the Vendor acknowledges acceptance of all terms and conditions including those related to e -procurement. a. General information on the e -procurement service can be found at http://eprocurement.nc.gov/ b. Within two days after notification of award of a contract, vendor must register in NC E - Procurement @ Your Service at the following web site: http://eprocurement.nc.gov/Vendol.html c. As of the RFP submittal date, the Vendor must be current on all e -Procurement fees. If the Vendor is not current on all e -Procurement fees, the State may disqualify the Vendor from participation in this RFP. d. If the awarded Vendor does not stay current on all e -Procurement fees, the State may remove the Vendor from the contract for a thirty (30) day period or until resolution, whichever is shorter. If the Vendor is making a reasonable effort to resolve any past due fees, no penalty will be imposed. The determination of the reasonable effort criteria will be at the discretion of the Statewide IT Procurement Office. 10)E -VERIFY: Pursuant to N.C.G.S. 147-33.95(g), the State shall not enter into a contract unless the awarded Vendor and each of its subcontractors comply with the E -Verify requirements of N.C.G.S. Chapter 64, Article 2. Vendors are directed to review the foregoing laws. Any awarded Vendor must submit a certification of compliance with E -Verify to the awarding agency, and on a periodic basis thereafter as may be required by the State. B. General Conditions for Proposals Definitions. Acronyms and Abbreviations. Generally, see 9 NCAC 06A.0102 for definitions. The following are additional defined terms: a) The State: Is the State of North Carolina, and its Agencies. b) ITS: Office of Information Technology Services. c) Goods: Inciudes intangibles such as computer software, provided, however that this definition does not modify the definition of "goods' in the context of N.C.G.S. §25-2-105 (UCC definition of goods). b) Vendor: Company, firm, corporation, partnership, individual, etc., submitting a response to a solicitation. c) ©pen Market Contract: A contract for the purchase of goods or services not covered by a term, technical, or convenience contract. d) 24x7: A statement of availability of systems, communications, and/or supporting resources every hour (24) of each day (7 days weekly) throughout every year for periods specified herein. e) Reasonable, Necessary or Proper: as used herein shall be interpreted solely by the State of North Carolina. f) RFP: Request for Proposal g) DPS: Department of Public Safety h) Mobile Device: smart phone, laptop, tablet, or any other internet accessible portable device that can download and execute applications. i) LEA: Local Education Agency j) Application: For the purpose of this RFP application shall mean software that will reside on the Vendor's server and software platform that will be made available by the Vendor through the iTunes Store and Android Market to be downloaded to the users device. Rev 1 07 2014 Page 7 of 47 RFP No.: 19-01 2693-JJX OFFEROR: 2) Read and Review. It shall be the Vendor's responsibility to read this entire document, review all enclosures and attachments, and comply with all requirements and' the State's intent as specified herein. If a Vendor discovers an inconsistency, error or omission in this solicitation, the Vendor should request a clarification from the State's contact person listed on the front page of the solicitation. Questions and clarifications must be submitted in writing and may be submitted by personal delivery, letter, fax or e-mail within the time period identified hereinabove. 3) Vendor Responsibility. The Vendor(s) will be responsible for investigating and recommending the most effective and efficient technical configuration. Consideration shall be given to the stability of the proposed configuration and the future direction of technology, confirming to the best of their ability that the recommended approach is not short lived. Several approaches may exist for hardware configurations, other products and any software. The Vendor(s) must provide a justification for their proposed hardware, product and software solution(s) along with costs thereof. Vendors are encouraged to present explanations of benefits and merits of their proposed solutions together with any accompanying services, maintenance, warranties, value added services or other criteria identified herein. 4) Oral Explanations. The State will not be bound by oral explanations or instructions given at any time during the bidding process or after award. Vendor contact regarding this RFP with anyone other than the Agency contact or procurement officer named on Page 2 above may be grounds for rejection of said Vendor's offer. Agency contact regarding this RFP with any Vendor may be grounds for cancellation of this RFP. 5) Insufficiency of References to Other Data. Only information that is received in response to this RFP will be evaluated. Reference to information previously submitted or Internet Website Addresses (URLs) will not suffice as a response to this solicitation. 6) Conflict of Interest. Applicable standards may include: N.C.G.S. §§ 147-33.100, 14-234, 133- 32. The Vendor shall not knowingly employ, during the period of this contract, nor in the preparation of any response to this solicitation, any personnel who are, or have been, employed by a Vendor also in the employ of the State and who are providing services involving, or similar to, the scope and nature of this solicitation or the resulting contract. 7) Contract Term. A contract awarded pursuant to this RFP shall have an effective date as provided in the Notice of Award. The term shall be five (5) years, and will expire upon the anniversary date of the effective date unless otherwise stated in the Notice of Award, or unless terminated earlier. Vendor agrees to continue services as described herein for a period of up to ninety (90) days upon termination or expiration of the contract. 8) Effective Date. This solicitation, including any Exhibits, or any resulting contract or amendment shall not become effective nor bind the State until the appropriate State purchasing authority/official or Agency official has signed the document(s), contract or amendment; the effective award date has been completed on the document(s), by the State purchasing official, and that date has arrived or passed. The State shall not be responsible for reimbursing Vendor for goods provided nor services rendered prior to the appropriate signatures and the arrival of the effective date of the Contract. No contract shall be binding on the State until an encumbrance of funds has been made for payment of the sums due under the contract. 9) Recycling and Source Reduction. It is the policy of this State to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable, and less toxic to the extent that the purchase or use is practicable and cost-effective. We also encourage and Rev 1,072014 Page S of 47 RFP No.: 19-012693-JJX OFFEROR: promote using minimal packaging and the use of recycled/recyclable products in the packaging of goods purchased. However, no sacrifice in quality of packaging will be acceptable. The Vendor remains responsible for providing packaging that will protect the commodity and contain it for its intended use. Vendors are strongly urged to bring to the attention of the purchasers at the Statewide IT Procurement Office those products or packaging they offer which have recycled content and that are recyclable. 10)Historically Underutilized Businesses. Pursuant to General Statute 143-48, 143-128.4 and Executive Order #13, the State invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled. Additional information may be found at: http://wNw.doa.nc.gov/hub/ 11 )Clarifications/I nterpretations. Any and all amendments or revisions to this document shall be made by written addendum from the IT Procurement Office. Vendors may call the purchasing agent listed on the first page of this document to obtain a verbal status of contract award. If either a unit price or extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded. 12)Rights Reserved. While the State has every intention to award a contract as a result of this RFP, issuance of the RFP in no way constitutes a commitment by the State of North Carolina, or the procuring Agency, to award a contract. Upon determining that any of the following would be in its best interests, the State may: a) waive any formality; b) amend the solicitation; c) cancel or terminate this RFP, d) reject any or all proposals received in response to this document; e) waive any undesirable, inconsequential, or inconsistent provisions of this document, which would not have significant impact on any proposal; f) if the response to this solicitation demonstrate a lack of competition, negotiate directly with one or more Vendors; g) not award, or if awarded, terminate any contract if the State determines adequate State funds are not available; or h) if all responses are deficient, determine whether Wavier of Competition criteria may be satisfied, and if so, negotiate with one or more Vendors. 13)Alternate Bids. Vendor may submit alternate bids for various levels of services) or products meeting specifications. Alternate bids must specifically identify the RFP requirements and advantage(s) addressed by the alternate bid. Any alternate proposals must be clearly marked with the legend as shown herein. Each proposal must be for a specific set of services or products and bid at specific pricing. If a Vendor chooses to respond with various service or product offerings, each must be bid with a different price and a separate proposal response, Vendors may also provide multiple proposals for software or systems coupled with support and maintenance options, provided, however, all proposals must satisfy the specifications. Alternate bids must be clearly marked "Alternate Bid for `name of Vendor"' and numbered sequentially with the first bid if separate proposals are submitted. This legend must be in bold type of not less than 14 -point type on the face of the bid, and on the text of the alternative proposal. Rev. 1 07 201 -1 Page 9 of 47 RFP No.: 19-012693-JJX OFFEROR: 1 4)Sub-Contractors. Vendors may submit offers that include sub -contractor participation. Such sub -contractors, if any, shall require prior written approval from the Center for Safer Schools. Requirements for references, financial statements or similar reference materials shall include the sub -contractors. Such requirements shall be received prior to permission being granted to use a sub -contractor. 15)Submitting a Proposal. Each Vendor submitting a proposal warrants and represents that: a) The proposal is based upon an understanding of the specifications and requirements described in this RFP. b) Costs for developing and delivering responses to this RFP and any subsequent presentations of the proposal as requested by the State are entirely the responsibility of the Vendor. The State is not liable for any expense incurred by the Vendors in the preparation and presentation of their proposals. 16)AII materials submitted in response to this RFP become the property of the State and are to be appended to any formal documentation, which would further define or expand any contractual relationship between the State and Vendor resulting from this RFP process. 17)A proposal submitted shall be valid for a ninety (90) day period following the delivery of the proposal, or of any best and final offer. 18) Non -Responsive Bids: Vendor bid responses will be deemed non-responsive by the State and will be rejected without further consideration or evaluation if statements such as the following are included: • "This bid does not constitute a binding offer", • "This bid will be valid only if this offer is selected as a finalist or in the competitive range", • "The vendor does not commit or bind itself to any terms and conditions by this submission", • "This document and all associated documents are non-binding and shalf be used for discussion purposes only", • "Tris bid will not be binding on either party until incorporated in a definitive agreement signed by authcrized representatives of both parties", or • A statement of similar intent. C. Evaluation Process 1) "Best Value" procurement methods are authorized by N.C.G.S. §143-135.9. The award decision is made based on multiple factors, including: total cost of ownership, meaning the cost of acquiring, operating, maintaining, and supporting a product or service over its projected lifetime; the evaluated technical merit of the Vendor's proposal; the Vendor's past performance; and the evaluated probability of performing the requirements stated in the solicitation on time, with high quality, and in a manner that accomplishes the stated business objectives and maintains industry standards compliance. The State reserves the right to request financial statements from the Vendor upon the completion of the evaluation process. The intent of "Best Value" Information Technology procurement is to enable Vendors to offer and the Agency to select the most appropriate solution to meet the business objectives defined in the solicitation and to keep all parties focused on the desired outcome of a procurement. 2) Source selection. A two-step process shall be used together with the trade-off method of evaluation. Vendors shall submit technical proposals for evaluation. Evaluations shall be performed on the technical proposals. There may be clarifications, communications, and if permitted herein, negotiations to establish a competitive range. Upon determining the technically acceptable proposals, the evaluation committee shall then request pricing proposals from only those Vendors deemed technically compliant. Price adjustments and negotiation may be accomplished by the BAFO process at the discretion of the State. i. The evaluation committee may request clarifications, an interview with or presentation from any or all Vendors as allowed by 9 NCAC 066.0307. However, the State may refuse to accept, in Rev 107'2011 Page 10 of 47 RFP No.: 19-012693-JJX OFFEROR: full or partially, the response to a clarification request given by any Vendor. Vendors are cautioned that the evaluators are not required to request clarifications; therefore, all offers should be complete and reflect the most favorable terms. Vendors should be prepared to send qualified personnel to Raleigh, North Carolina, to discuss technical and contractual aspects of the proposal. ii. Evaluation Process Explanation, Evaluation Committee members will review all proposals. All proposals will be initially classified as being responsive or non-responsive. If a proposal is found non-responsive, it will not be considered further. All responsive proposals will be evaluated based on stated evaluation criteria. Any references in an answer to another location in the RFP materials or Proposal shall have specific page numbers and sections stated in the reference. iii. To be eligible for consideration, a Vendor must meet the intent of all requirements. Compliance with the intent of all requirements will be determined by the State. Responses that do not meet the full intent of all requirements listed in this RFP may be deemed deficient. Further, a serious deficiency in the response to any one factor may be grounds for rejection regardless of overall score. iv. Vendors are advised that the State is not obligated to ask for, or accept after the closing date for receipt of proposal, data that is essential for a complete and thorough evaluation of the proposal. V. While all proposals will be considered, it is the intent of the Department to narrow the list for final consideration and negotiation to the top three technical proposals. 3) Best and Final Offers (BAFO). If negotiations or subsequent offers are solicited, those Vendors identified as one of the top three shall provide BAFOs in response. Failure to deliver a BAFO when requested shall disqualify the non-responsive Vendor from further consideration. The State may establish a competitive range based upon evaluations of proposals, and request BAFOs within this range; e.g. "Finalist Vendors". The State will evaluate BAFOs and add any additional weight to the Vendors' respective proposal. Additional weight awarded from oral presentations and product demonstrations during negotiations, if any, will be added to the previously assigned weights to attain their final ranking. Prices offered in the BAFO must be equal to or less than the original response. Unless significant added value is offered in terms of functionality, prices will not be allowed to be increased during the BAFO process. 4) Each of the criteria below shall be evaluated in accordance with the solicitation documents: a) Demonstration of compliance with the Mandatory Proposal Specifications. b) Evaluation Criteria. Vendor qualifications substantially impact the evaluation process, and will be evaluated for the following: i. Specifications. ii. Strength of references relevant or material to technology area(s) or Specifications. iii. Illustration(s) and/or explanations of the Statewide Technical Architecture objectives, principles and best practices to the proposed solution. iv. Submission of all material specified in the proposal requirement section. V. Compliance with the proposal and organization section. 5) Vendor may be disqualified from any evaluation or award if Vendor or any key personnel proposed, has previously failed to perform satisfactorily during the performance of any contract with the State, or violated rules or statutes applicable to public bidding in the State. 6) Evaluation Criteria Scoring and Weighting: Rev 1'07 2014 Page 11 of 47 A 22 b" row P161 K-RNFAM OFFEROR: EVALUATION POINT SUMMARY: The following is a summary identifying percentages) assigned to each item. These weighed factors will be used the Vendor proposals. Only finalist Vendors will receive points for an o demonstration. points (or weighted in the evaluation of ral presentation and Specifications: Maximum Points: Technical Solution Proposed - including mobile device application, website development, security protocols, and data analysis reports 400 Project Work Plans or Timeline for Completion 100 Training Plans — including webinars and training for trainers I 100 Cost 200 Corporate Experience, References, and Key Personnel Experience 200 TOTAL 1,000 7) The Procurement Manager will make every effort to adhere to the following schedule: Action i Responsibility Date Issue of RFP Department of j 512114 Public Safety Mandatory Pre-bid Conference DPS 5114114 Potential Vendors Deadline To Submit Additional Questions Potential Vendors 5116/14 Response to Written Questions/RFP Amendments Department of 5/20/14 Public Safety Submission of Proposai Vendor(s) 6/2/14 Negotiations (optional) Evaluation TIBD Committee designees and selected Vendor(s) Best and Final Offers from Finalists Vendors TBD (optional) Vendors TBD Oral Presentation and/or Product Demonstrations by Finalists (optional) Statewide IT 6/23/14 Contract Award Procurement Office Rev 1)07`2014 Page 12 of 47 RFP No.: 19-012693-JJX OFFEROR: Action Responsibility Date Protest Deadline Vendors 15 days after award 8) Award Of Contract. Qualified proposals will be evaluated and acceptance may be made in accordance with Best Value procurement practices as defined by GS §143-135.9 and applicable administrative rules. The responsible Vendor whose proposal is most advantageous to the State, taking into consideration the evaluation factors herein, will be recommended for contract award, Unless otherwise specified by the State or the Vendor, the State reserves the right to accept any item or group of items on a multi -item proposal. 9) The State has implemented links to the Interactive Purchasing System (IPS) that allow the public to retrieve proposal award information electronically from our Internet web site: https:h'V,1,,P,v.ips.state.nc.us/ips/. Click on the IPS BIDS icon, click on Search for BID, enter the Agency prefix -proposal number (19-012693-JJX), and then search. This information may not be available for several weeks depending upon the complexity of the acquisition and the length of time to complete the evaluation process. 10)Protest Procedures: Protests of awards exceeding $25,000 in value must be submitted to the issuing Agency at the address given on the first page of this document. Protests must be received in this office within fifteen (15) calendar days from the date of the contract award and provide specific reasons and any supporting documentation for the protest. All protests will be governed by Title 9, Office of Information Technology Services, Subchapter 068 Sections .1101 - .1121. Section Ill. Technical Specifications 1) Enterprise Architecture Standards: The North Carolina Statewide Technical Architecture is located at the following website: (http://w+nrw.ncsta.gov). This provides a series of domain documents describing objectives, principles and best practices for the development, implementation, and integration of business systems. Agencies and Vendors should refer to these Architecture documents when implementing enterprise applications and/or infrastructure. 2) Enterprise Licensing: Reserved 3) Virtualization: Reserved 4) All bids shall include specifications and technical literature sufficient to allow the State to determine that the software meets all requirements. This technical literature will be the primary source for bid evaluation. If a requirement is not addressed in the technical literature it must be supported by additional documentation and included with the bid. Bid responses without sufficient technical documentation may be rejected. 5) The State may, in its sole discretion, investigate any substitute or equivalent software irrespective of any representation made by a Vendor or manufacturer. 6) Technical Requirements/Specifications: Means, as used herein, a specification that documents the requirements of a system or system component. It typically includes functional requirements, performance requirements, interface requirements, design requirements, development standards, maintenance standards, or similar terms. Compliance with technical specifications is mandatory. Rev 1 07 2014 Page 13 of 47 RFP No.: 19-012693-JJX OFFEROR: 7) Technical Reg uirements/Specifications: Provide a mobile service that will work on an iPhone, Android, and other mobile device operating systems, for students, parents, and school personnel to report incidents or safety concerns to the appropriate authorities. As new technology is introduced. the Vendor will be responsible for ensuring access to the application is granted. This service shall be accessible from a smart phone, computer, laptop or tablet via the Internet. Phase One of this service will be initially available to approximately 700 high schools (public and charter) across the state. Phase Two, the State intends to, subject to funding, make available this service in approximately 800 middle schools. To view the student population visit the following web site: htt ://www.d i.state.nc.us/docs/fbs/resources/data/factsfi ures12012-13fi ures. df a. Core Functions of the mobile application shall be provided by the Vendor and shall: i. Anonymously report tips to school and/or law enforcement officials associated with their school. ii. Access the GPS location service on the users' mobile device once enabled. The user shall have the option to send GPS coordinates of the user's location with the tip. iii. Immediately alert school personnel and law enforcement of the tips as determined by each Local Education Agency. iv. Allow the users to be able to submit a picture or video with their tip. V. Allow administrative users to send push notifications containing important safety information to all users within their level of administration. vi. Include a video tutorial of how to use the application. vii. Designate during the installation process which school they attend. Once the school is selected the application will display the school's customized name and mascot or colors each time the application is opened. viii. Provide for the designation of the incident type and severity through drop down menus or other application designs. ix. Make it available on the Android Market and iTunes. The application shall be available as a free download to the individual's mobile device. b. Core Functions of the Website shall include: i. A website that is integrated with the school safety reporting application that allows users who do not have a mobile device to use a desktop computer to access the same functions as the application. The website shall include, at a minimum,: a. "Home page" b. "How it works" section to include a video which explains the service c. Designation of which school they attend when using the website. d. Submit a tip anonymously e. The website shall designate incident type and severity through drop down menus or other application functions, f. Context sensitive help and an email address to use if additional help is required. g, Email notifications in lieu of push notifications if selected by the user. In each case above the following minimum requirement should be included with each notification: 1. Detailed information submitted by the user including school name and address. 2. Priority notification level. Rev. M712014 Page 14 or 47 RFP No.: 19-012693-JJX OFFEROR: 3. Name, if the user chooses to submit it. 4, Time and date stamp of the tip. 5. Photos or videos, if included, with the tip. 6. Pin drop coordinates where the tip was submitted, if GPS location service is activated by the user. Monitoring of the school safety service shall be provided through a secure web based "backend administrative panel" that can be run either on a computer, tablet or smartphone. Access via the secure backend administrative panel will be provided as follows:. State level - The Center for the Safer Schools will be given full access to all tips being made through the application both in real time and through reporting tools. The Department of Public Instruction will be provided with reports in a timely manner through the Vendor's reporting tool. Local Education Agency Level - This second level of administrative monitoring shall allow the Local Education Agency's central office to see all tips being made within their Local Education Agency both in real time and through reporting tools. iii. School Level — A limited number of Administrators at each school shall be able to view all information about each tip both in real time and through reporting tools. Each school will be able to select its own administrators authorized to receive different types of tips. d. Other Requirements: i. Build and maintain a database of current users and administrators. The Vendor agrees to work with the State to determine whether an existing database of information can be used by the Vendor's application to fulfill this requirement. Please see the Security requirements under Section V., 6. ii. The Vendor shall propose a method to restrict distribution of the application to only authorized users. This will include, but not be limited to, a school access code identifying the student with the appropriate school at the time of down loadlinstallation. iii. The proposed solution must externalize identity management and may be required to utilize the North Carolina Identity Service (NCID) for the identity management and authentication related functions performed by this application. NCID is the State's enterprise identity management (IDM) service. It is operated by the North Carolina Office of Information Technology Services. Additional information regarding this service can be found in the ITS Service Catalog at: http://www.its.state.nc.us/ServiceCatalog/lndex.asp (see Identity Management - NC Identity Management under the main menu item Application Services) and the NCID Web site at: https:l/www.ncid.its.St2te.nc.us/. iv. Work with Center for Safer Schools IT staff to ensure the application is consistent with statewide technical architecture and security standards. V. The Center for Safer Schools desires to have the service available in a continuous and uninterrupted manner at all times. At a minimum this service shall be available between the hours of 6 a.m. and midnight daily. Please see Availability under Attachment A, Section 2., 4. The Vendor shall specifically define the Recovery Time Objective (RTO) and Recovery Point Objective (RPO) they are proposing in their response to this RFP. The Vendor shall also describe their disaster recovery processes and procedures as per Section V., 6. vi, Regular application maintenance and upgrades developed by the software manufacturer shall be implemented at no cost to the State for the period of the contract. vii. Host training seminars and webinars for school officials to learn how to use the application. Primary training shall be provided via webinars. Upon request and approval by the Center Rev 1OT2014 Page 15 of 47 RFP No.: 19-012593-JJX OFFEROR: for Safer Schools the Vendor may be requested to conduct regional training seminars. In addition the Vendor shall provide train the trainer seminars for the Center for Safer School. viii. Design materials to promote the use of the mobile device application to include, but not be limited to, the use of school mascots, school colors, posters, public service announcements, etc. e. Emergency Alerts: The mobile application for designated school personnel, as identified in the school emergency response plan, shall include an emergency alert function (panic button). This allows these users to silently and quickly report an emergency to predetermined responders. This function shall be effective anywhere the mobile device has cellular and/or internet connectivity. This means that alerts can be initiated from the school buildings, playground, sporting events, school sponsored trips, etc. f. Reporting: reports shall: i. Be restricted based on the level of the administrator defined in Section III., 7, c. above. ii. Provide Ad hoc functionality that can be executed by authorized personnel. Such reporting functionality shall be based on collecting data from a single reportable data field or a combination of data fields. Queries defined may include a number of variables including "keyword" searches. For example, a user can search for all concerns for the word "gun" or "firearm". The system shall return the subset of reported concerns that include those words iii. Be submitted in a standardized format (standard reports) on a pre -determined timeframe and "pushed" to the administrator's dashboard. g. Resolution Management: Data shall: i. Report each incident (regardless of intake method utilized) by automatically integrating into the resolution management report system. No manual entry will be required. ii. Be limited to preauthorized school administrators. iii. Include "case history". Case History is defined as a single view of all activities involved in the process of reviewing, investigating and resolving a reported concern. Each step in the process shall be time/date stamped. iv. Provide that all documents attached to the case — by the reporter or via the resolution process — be organized within Case History. h. Technical Support shall include: i. Updates/upgrades ii. Dedicated team for support for the schools iii. Monthly reports on the usage of the system based on the administrative level iv. Monthly reports on the application availability, utilization and performance v. Help desk vi. 24/7 email support staff vii. 8am to Spm EST Monday through Friday phone support staff viii. Updating user and admin names in the database and rights i. Maintenance shall be provided at no additional cost for the first year of the contract. The Vendor must describe the items to be covered under maintenance. j. Vendor must describe the proposed system architecture and it must comply with NC State architecture. The North Carolina Statewide Technical Architecture is located at the following website: (http://www.ncsta.gov). Vendor shall complete Attachment A. k. Vendor must describe the proposed system auditing and related capabilities. Rev 1.07 2014 Page 16 of 47 RFP No.: 19-012693-JJX OFFEROR: I. Vendor roust describe the proposed system security provisions. m. Vendor must describe the proposed system reporting capabilities. n. Vendor must describe the proposed network bandwidth requirements Section IV. Cost Proposal 1) Upon determining the technically acceptable proposals, the evaluation committee shall then request pricing proposals from only those Vendors deemed technically compliant. Cost Proposals shall be submitted within five business stays of the request. The vendor must submit a cost as follows: Description Cost a) The monthly cost for providing this service shall be broken down per the following: i. Student ii. School iii. LEA iv. Statewide basis b) Customization as described in Section III. (7, a. vii.) per school (school colors, mascots, etc.). c) Marketing Materials as described in Section III. (7., d., vi.) d) On -Site training including training materials (travel and lodging expenses to be reimbursed at State rates. See Section VII. General Terms and Conditions, 8.) e) Webinar training, per session f) Maintenance and/or upgrade costs. Total Cost for A -F t The State reserves the right to purchase any or all of the services above. 2) Payment Plan Proposal — Vendors may propose one or more payment plans together with the services offered. Selection of payment plans depends upon the services selected for purchase and conformance with this RFP and the needs of the purchasing agencies. Payments will be made in accordance with the Terms and Conditions following acceptance of the applicable deliverable or service, provided that no payments shall be made until completion of start-up process and training of each LEA. Invoices shall not be submitted prior to the LEA or school being brought online and trained in the use of the application. 3) Vendors who propose an Alternative cost response must submit a separate document labeled "ALTERNATIVE COST RESPONSE". Section V. Other Requirements and Special Terms 1) VENDOR UTILIZATION OF WORKERS OUTSIDE U.S.: In accordance with NC General Statute 147-33.97, the Vendor must detail in the bid response, the manner in which it intends to utilize resources or workers. The State of North Carolina will evaluate the additional risks, costs, and other factors associated with such utilization prior to making an award for any such Vendor's Rev 1;Q7 2014 Page 17 of 47 RFP No.: 19-012593-JJX ,9I5datie73 proposal. The Vendor shall provide the following for any proposal or actual utilization or contract performance: a) .The location of work performed under a state contract by the Vendor, any subcontractors, employees, or other persons performing the contract and whether any of this work will be performed outside the United States b) The corporate structure and location of corporate employees and activities of the Vendors, its affiliates or any other subcontractors c) Notice of the relocation of the Vendor, employees of the Vendor, subcontractors of the Vendor, or other persons performing services under a state contract outside of the United States d) Any Vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided E will any work under this contract be performed outside the United States? Where will services be performed: YES No 2) Disclosure of Litigation —The Vendor's failure to fully and timely comply with the terms of this section, including providing reasonable assurances satisfactory to the State, may constitute a material breach of this Contract. a) The Vendor shall notify the State in its bid proposal, if it, or any of its subcontractors, or their officers, directors, or key personnel who may provide services under any contract awarded pursuant to this solicitation, have ever been convicted of a felony, or any crime involving moral turpitude, including. but not limited to fraud, misappropriation or deception. Vendor shall promptly notify the State of any criminal litigation, investigations or proceeding involving Vendor or any subcontractor, or any of the foregoing entities' then current officers or directors during the term of this Contract or any Scope Statement awarded to Vendor. b) Vendor shall notify the State in its bid proposal, and promptly thereafter as otherwise applicable, of any civil litigation, arbitration, proceeding, or judgments against it or its subcontractors during the three (3) years preceding its bid proposal, or which may occur during the term of any awarded to Vendor pursuant to this solicitation, that involve (1) services or related goods similar to those provided pursuant to any contract and that involve a claim that may affect the viability or financial stability of the Vendor, or (2) a claim or written allegation of fraud by the Vendor or any subcontractor hereunder, arising out of their business activities, or (3) a claim or written allegation that the Vendor or any subcontractor hereunder violated any federal, state or local statute, regulation or ordinance. Multiple lawsuits and or judgments against the Vendor or subcontractor shall be disclosed to the State to the extent they affect the financial solvency and integrity of the Vendor or subcontractor. c) All notices under subsection A and B herein shall be provided in writing to the State within thirty (30) calendar days after the Vendor learns about any such criminal or civil matters; unless such matters are governed by the ITS General Terms and Conditions annexed to the solicitation. Details of settlements which are prevented from disclosure by the terms of the settlement shall be annotated as such. Vendor may rely on good faith certifications of its subcontractors addressing the foregoing, which certifications shall be available for inspection at the option of the State. 3) Criminal Conviction -In the event the Vendor, an officer of the Vendor, or an owner of a 25% or greater share of the Vendor, is convicted of a criminal offense incident to the application for or performance of a State, public or private Contract or subcontract; or convicted of a criminal Rev 107/2014 Page 18 of 47 RFP No.: 19-012693-JJX OFFEROR: offense including but not limited to any of the following: embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, attempting to influence a public employee to breach the ethical conduct standards for State of North Carolina employees: convicted under State or federal antitrust statutes; or convicted of any other criminal offense which in the sole discretion of the State, reflects upon the Vendor's business integrity and such vendor shall be prohibited from entering into a contract for goods or services with any department, institution or agency of the State. 4) References - Vendor shall provide a minimum of three references for projects done for previous clients receiving services similar in scope and size to this RFP. a) Vendor shall provide the following information for each reference provided: i) Client company/schoollschool district name, contact person, address, telephone number, and e-mail address ii) Date of original contract and expiration date iii) Type and size of project iv) Number of tips reported by type of mobile device or internet access. v) Number of apps in service by type of mobile device or internet access. vi) Number and types of reports provided on tips and incidents. b) Failure to provide any of this information may render the bid non-responsive and may be grounds for rejection of the Vendor's offer. c) The evaluators may check all publicly available information to determine whether Vendor has listed all contracts for similar work within the designated period and the evaluators may check the debarment lists of North Carolina, other states and the federal government. The evaluators may contact public entities to make inquiries into Vendor's performance of any contracts. The information obtained will be considered in evaluating Vendor's proposal. d) Vendor must not have any financial relationship with any references submitted. 5) Security and Background Checks — Vendor shall require current background checks for all employees, contractors, and subcontractors with direct access to any and all data associated with this contract. The results of the Vendor background checks shall be available to NCDPS Center for Safer Schools upon request and shall also include the employee/contractor/subcontractor names and name of the firm conducting the background check. This shall be at no cost to the State. 6) Security General Information Security Requirements A. Vendor shall develop an enterprise security approach for the Vendor's offices and operations, including policies, procedures, and standards for data protection, network/server protection, logical access control, physical security, awareness training, and a cross -walk comparison with State ITS and NC DPS policies and standards. Vendor shall ensure the confidentiality of stored data. If encryption is used, please provide an overview of the encryption process and key management strategy. The State security manual is located at: https:/;'www.scio.nc.gov/mission/I nformationSecurityManual.aspx B. Utilizing mirroring or other technology, the Vendor's system shall provide complete redundancy at a remote location separate from the Vendor's primary site. The secondary site shall be located in an area where the risk of the same catastrophic event affecting both sites is low. Additionally, the secondary site shall have the same security features as the primary site or Rev 1:07,4014 Page 19 of 47 RFP No.: 19-012693-JJX OFF compensating security controls. The Vendor shall ensure that there will be no interruption in services at any time. The Vendor's redundancy capability, business continuity, and disaster recovery plans shall be tested by the Vendor twice a year. The Vendor will provide the DPS with a copy of the test results and will address any deficiencies noted prior to the commencement of subsequent tests. C. Vendor shall periodically assess and document the security threats and vulnerabilities for the proposed solution and shall implement the recommended controls and countermeasures to eliminate or reduce the associated risks. The Vendor shall provide the assessment reports and resulting countermeasures to the NC DPS upon request. D. Vendor shall develop, implement, and test a security incident response approach for responding to and reporting about service interruptions that do not lead to disaster recovery initiation, including a central means of collection and mitigation strategies, Incident documentation will be shared with NC DPS officials as determined to be reasonable and appropriate. E. Vendor shall provide to the NC DPS any internal/external assessment/audit reports related to the Vendor's solution. Furthermore, the Vendor agrees to use due diligence to comply with the aforementioned assessment/audit recommendations. F. Vendor shall comply with any applicable federal and/or state legal requirements for any data that is considered Protected Health Information (PHI) or any data classified as confidential. G. Vendor will permit the NC DPS or its designee, at the NC DPS's option, to perform a site visit and review the security controls associated with any Vendor hosted solution. ii. Data Protection Assurance Requirements A. Vendor shall safeguard and protect physical data and media, documents, files, tapes, disks, diskettes, and other materials received from the State or the agency from loss, destruction, or erasure during performance of any contractual obligation. B. Vendor shall store backup system data and files separately from the production server storage. C. Vendor shall protect all information, including information relating to program beneficiaries and providers, that is obtained through its performance under the Contract as confidential information and shall not use any information so obtained in any manner except provided for herein. D. Vendor shall provide audit evidence that all of its employees and third party contractors or subcontractors are subject to a non -disclosure and confidentiality agreement enforceable in North Carolina. E. Vendor shall require criminal background checks for all employees, contractors, and subcontractors with direct access to data owned by the NC DPS. The results of the Vendor background checks will be made available to the NC DPS upon request. iii. Facility Access Requirements A. In the course of carrying out contractual obligations, the Vendor, while at NCDPS facilities and sites, shall follow all security protocol for both access to the facility, any equipment, or any data authorized by DPS to be used. The Vendor's data center and any subcontractor locations shall have security protocol for access to their facilities and sites. Security protocol should cover access to any equipment or data being used in carrying out their obligations under this contract. Such security shall include but not be limited to any State and/or Federal laws pertaining to the privacy of Juveniles and personal data. The Vendor's and/or subcontractor's Rev. 110712014 Page 20 of 47 RFP No.: 19-012893-JJX OFFEROR: security protocol used in carrying out the requirement of this contract shall be approved in advance by NCDPS. B. Vendor shall perform all operations, system maintenance, and modifications or other work under this contract at prior -approved locations. C. Vendor shall implement controls to restrict access to data processing facilities and secured storage areas only to authorized individuals. D. Vendor shall record and supervise visitor and any unscheduled/unusual user access to the Vendor's local site as well as any other sites used by the Vendor for processing or related activities. E. Vendor shall safeguard processor site(s) through provision of uninterruptible power supply, power conditioning, internal environmental controls, fire retardant capabilities, and smoke and electrical detectors and alarms monitored by security personnel. iv. User Access Authentication and Authorization A. Vendor shall provide only authorized users (employees, contractors, providers, other government workers) of the proposed solution with access to appropriate business areas, databases, files, reports, archives, etc. through a common, consistent interface that restricts access based on authentication and authorization to appropriate data derived from role -based security. B. Vendor shall implement a managed workflow process for user account provisioning to reduce the use of paper documents, ensure timely response to requests, and retain profiles for each user containing identification, authorization, group memberships, and functional permissions derived from role -based security. v. System Software Controls A. Vendor shall control and monitor global access to systems and files such that no single individual will be able to affect system operations in isolation. B. Vendor shall monitor application platforms with industry standard technology and tools (hardware and software) and respond immediately to developing problems. C. Vendor shall implement network perimeter security monitoring to include, without limitation, industry standard technology and tools, including monitoring of wireless communication. D. Vendor shall retain copies of alP server operating system and configuration software, system utilities and tools, network device configuration settings, and software license agreements in a location remote from the production server location, updating the copies as the operating environment changes. vi. Logging and Reporting A. To the extent possible, Vendor shall identify and document all network activity events involved with the operations of the proposed solution B. Vendor shall produce an alert notification for the Incident Management function for follow-up and review of every event that precipitates a security incident. C. Vendor shall respond to each network and personally observed incident with a mitigation plan that follows standard data collecting, evidence preservation practices, and organizational escalation procedures. vii. Records Retention A. Vendor shall archive information, including, without limitation, data files, images, transactions, master files, system and source program libraries, and other appropriate records, Rev 1 07.2014 Page 21 of 47 RFP No.: 19-012693-JJX OFFEROR: and store the information physically or logically separate from production information in compliance with State Record Retention Policy pub4ished by the North Carolina Department of Cultural Resources. viii. Audit Trail A. Vendor product shall track through audit trail, data with date/time stamps: I. All access, activity, and system identifier of users or persons making adds, changes, or deletes. Il. All activity that causes any additions, changes, deletions. III. Provides online access to audit trail for all NC DPS -authorized individuals. B. Vendor product shall maintain an automated audit trail of ail update transactions, both batch and online, including date and time of change, before and after data field contents, and operator identifier or source of the update. C. Vendor product shall create audit trail data that can be accessed online in a user-friendly, indexed, searchable format that has the capability to reflect the complete history of the transaction. D. Vendor shall maintain online access to historical information throughout the contract and for twenty-four (24) months following the end of the contract period.. 7) Assurances - In the event that criminal or civil investigation, litigation, arbitration or other proceedings disclosed to the State pursuant to this Section, or of which the State otherwise becomes aware, during the term of this Contract, causes the State to be reasonably concerned about: a) the ability of the Vendor or its subcontractor to continue to perform this Contract in accordance with its terms and conditions, or b) whether the Vendor or its subcontractor in performing services is engaged in conduct which is similar in nature to conduct alleged in such investigation, litigation, arbitration or other proceedings, which conduct would constitute a breach of this Contract or violation of law, regulation or public policy, then the Vendor shall be required to provide the State all reasonable assurances requested by the State to demonstrate that: the Vendor or its subcontractors hereunder will be able to continue to perform this Contract in accordance with its terms and conditions, and the Vendor or its subcontractors will not engage in conduct in performing services under this Contract which is similar in nature to the conduct alleged in any such litigation, arbitration or other proceedings. 8) Confidentiality of Data and Information — All financial, statistical, personnel, technical and other data and information relating to the State's operation which are designated confidential by the State and made available to the Vendor in order to carry out this Contract, or which become available to the Vendor in carrying out this Contract, shall be protected by the Vendor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. Any data collected under this contract shall be owned by NCDPS and Feld secure and not released to any other entity without written permission from the Contract Administrator and the Director of the Center for Safer Schools. If the methods and procedures employed by the Vendor for the protection of the Vendor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this section. Upon the termination of this contract, in whole or in part, Vendor shall provide all data (in a media and format that is acceptable to Rev 1 07:2014 Page 22 of 47 RFP No.: 19-012693-JJX OFFEROR: NCDPS) to the Director of the Center for Safer Schools prior to its destruction in accordance with a Department of Defense approved method. Notwithstanding the foregoing restrictions, the Vendor and its personnel may use and disclose any information which it is otherwise required by law to disclose, but in each case only after the State has been so notified, and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. 9) Software terms — Reserved 10)Project Management —Vendor shall designate a Vendor Project Manager who will provide a single point of contact for management and coordination of Vendor's work, All work performed pursuant to this Contract shall be coordinated between the DPS Project Manager and the Vendor Project Manager. a) The Vendor shall align their project management approach with the project's inherent complexity so the desired results can be achieved. Both DPS and the Vendor shall be responsible for working in a cooperative manner to meet the targeted timelines defined in the sample implementation plan. DPS and the Vendor shall mutually agree upon any changes to the schedule. DPS reserves the right to conduct any test/inspection it may deem advisable to ensure installationi'services, as appropriate, conform to specifications. b) DPS shall approve the selection and/or replacement of the Vendor's Project Manager. The Vendor shall provide their Project Manager's resume for NC DPS to review, including the qualifications of the proposed Project Manager, and explain why this is a good match. The Vendor's proposed Project Manager shall have a minimum five (5) years of experience in a Project Manager role in implementing similar projects. A Project Management Professional (PMP), as defined by the Project Management Institute or equivalent organization, is preferred. DPS is responsible for assigning its own Project Manager. c) Implementation Plan - The Vendor shall submit an implementation plan with the RFP response which explains the order of events to be used when bringing a single school online. The plan should also include the order of events and time required to bring an LEA containing 8 high schools and an LEA containing 25 high schools online. The implementation plan for each sample LEA shall include a detailed description of each step needed and the time required for start-up. d) Status Updates, and Reports (1) From the time of contract startup to an agreed upon date by the Vendor and DPS, the Vendor's Project Manager shall provide written weekly status which shall include, at a minimum: (a) The work accomplished last week (b) The work to be accomplished this week (c) Issues log (d) Concerns along with recommended solutions (e) Lost time (f) For all open items, the Vendor shall include the current action plan, responsible person, targeted completion date, and applicable comments related to the item. (2) The Vendor shall report all changes to milestones and deliverables for NC DPS concurrence sufficiently in advance to allow the NC DPS to assess the changes. Rev. 1;OT2014 Page 23 of 47 RFP No.: 19-012693-JJX OFFER (3) The weekly status reports are due at a time and date to be agreed upon by DPS and the selected Vendor's Project Manager. The weekly status reports shall be sent electronically to the DPS Project Manager. If deemed necessary, meetings will be held at a designated place and time in a DPS office in Raleigh, North Carolina. The Vendor's Project Manager will be expected to attend any called weekly status meetings in person. 11 )Transition Assistance - If this Contract is not renewed at the end of this term, or is canceled prior to its expiration, for any reason, the Vendor must provide for up to six (6) months after the expiration or cancellation of this Contract, all reasonable transition assistance requested by the State, to allow for the expired or canceled portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to the State or its designees. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of this Contract, (notwithstanding this expiration or cancellation) except for those Contract terms or conditions that do not reasonably apply to such transition assistance. The State shall pay the Vendor for any resources utilized in performing such transition assistance at the most current rates provided by the Contract for Contract performance. If the State cancels this Contract for cause, then the State will be entitled to off set the cost of paying the Vendor for the additional resources the Vendor utilized in providing transition assistance with any damages the State may have otherwise accrued as a result of said cancellation. 12)Term Extensions — Reserved 13)Quality Assurance, Performance and Reliability a) Cross reference to any acceptance testing b) Contract Performance Security 14)Project Assurance, Performance and Reliability Evaluation — 15) Unanticipated Tasks —in the event that additional work must be performed that was wholly unanticipated, and that is not specified in this Contract, but which in the opinion of both parties is necessary to the successful accomplishment of the contracted scope of work, the procedures outlined in this article will be followed. For each item of unanticipated work, Vendor shall prepare a work authorization in accordance with the State's practices and procedures. a) It is understood and agreed by both parties that all of the terms and conditions of this Contract shall remain in force with the inclusion of any SOW or related work authorization. A SOW or related work authorization shall not constitute a contract separate from this Contract, nor in any manner amend or supersede any of the other terms or provisions of this Contract or any amendment hereto. b) Each SOW or related work authorization shall comprise a detailed statement of the purpose, objective, or goals to be undertaken by Vendor, the job classification or approximate skill level or sets of the personnel required, an identification of all significant material then known to be developed by Vendor's personnel as a Deliverable, an identification of all significant materials to be delivered by the State to Vendor's personnel, an estimated time schedule for the provision of the services by Vendor, completion criteria for the work to be performed, the name or identification of Vendor's personnel to be assigned, the Vendor's estimated work hours required to accomplish the purpose, objective or goals, the Vendor's billing rates and units billed, and the Vendor's total estimated cost of the work authorization. c) All SOW or related work authorizations must be submitted for review and approval by the procurement office that approved the original Contract and procurement. This submission and approval must be completed prior to execution of any work authorization documentation or Rev 1,07'2014 Page 24 of 47 RFP No.: 13-012(333-JJX OFFE performance thereunder. All work authorizations must be written and signed by Vendor and the State prior to beginning work. d) The State has the right to require Vendor to stop or suspend performance under the "Stop Work" provision of the General Terms and Conditions for Goods and Related Services. e) Vendor shall not expend Personnel resources at any cost to the State in excess of the estimated work hours unless this procedure is followed: if, during performance of the work, the Vendor determines that a work authorization to be performed under this Contract cannot be accomplished within the estimated work hours, the Vendor will be required to complete the work authorization in full. Upon receipt of such notification, the State may: i.) Authorize the Vendor to expend the estimated additional work hours or service in excess of the original estimate necessary to accomplish the work authorization, or ii.) Terminate the work authorization, or iil.)Alter the scope of the work authorization in order to define tasks that can be accomplished within the remaining estimated work hours. iv.)The State will notify Vendor in writing of its election within seven (7) calendar days after receipt of the Vendor's notification. If notice of the election is given to proceed, the Vendor may expend the estimated additional work hours or services. 16)Due Diligence — Reserved 17)Liquidated Damages —Reserved Section Vl. Proposal Content and Oraanization 1) This section should contain all relevant and material information relating to the Vendor's organization, personnel, and experience that would substantiate its qualifications and capabilities to perform the services and/or provide the goods described in this RPP. If any relevant and material information is not provided, the offer may be rejected from consideration and evaluation. Proposals will be considered and evaluated based upon the Vendor's full completion and response to the following, and any additional requirements herein, or stated in a separate Exhibit. 2) Information and Descriptive Literature. Vendor must furnish all information requested; and if response spaces are provided in this document, the Vendor shall furnish said information in the spaces provided. Further, if required elsewhere in this proposal, each Vendor must submit with their proposal sketches, descriptive literature and/or complete specifications covering the products offered. References to literature submitted with a previous proposal will not satisfy this provision. Proposals that do not comply with these requirements may be rejected. 3) Proposal Content. Demonstrate compliance with all mandatory conditions, requirements and terms of performance. a) Clearly state your understanding of the problem(s) presented by this RFP. i) Response to mandatory technical specifications ii) Attachment A b) Detailed description of Vendor's firm should include all of the following: i) Full name, address, and telephone number of the organization; ii) Date established; iii) Background of firm; Rev. 1107/2014 Page 25 of 47 RFP No.: 19-012693-JJX OFFEROR: iv) References v) Ownership (public company, partnership, subsidiary, etc.); vi) If incorporated, state of incorporation must be included. c) Certificate of Authority to transact business from the North Carolina Secretary of State's Office 4) Any errata or exceptions must be stated on a separate page, labeled "Errata and/or Exceptions" with references to the corresponding terms or provisions of the Solicitation. Any errata or exceptions must be accompanied by one or more statements explaining the rationale for such and alternative language specifically addressing the errata or exception identified. 5) Proposal Format. The proposals should be organized in the exact order in which the requirements and/or desirable performance criteria are presented in the RFP. The Execution page of this RFP must be placed at the front of the Proposal. Each page should be numbered. The proposal should contain a table of contents, which cross-references the RFP requirement and the specific page of the response in the Vendor's proposal. All proposals should be typewritten on standard 8 '/2 x 11 paper (larger paper is permissible for charts, spreadsheets, etc.) and placed within a binder with tabs delineating each section. 6) Vendors are strongly encouraged to adhere to the following general instructions in order to bring clarity and order to the proposal and subsequent evaluation process: a) Elaborate proposals in the form of brochures or other presentations beyond that necessary to present a complete and effective proposal are not desired. b) The response should be complete and comprehensive with a corresponding emphasis on being concise and clear. 7) Proposal Organization: The proposal should be organized and indexed in the following format and should contain, at a minimum, all listed items in the sequence indicated. a) Letter of Transmittal - Each proposal must be accompanied by a letter of transmittal that provides the following information: i) Identify the submitting organization; ii) Identify the name, title, telephone and fax number, along with an e-mail address of the person authorized by the organization to contractually obligate the organization; iii) identify the name, title, telephone and fax number, along with an e-mail address of the person authorized to negotiate the contract on behalf of the organization; iv) Identify the names, titles, telephone and fax number, along with an e-mail address of the person to be contacted for clarification; v) Acknowledge receipt of any and all amendments to this RFP. b) Table of Contents c) (Optional) Proposal Summary. A proposal summary may be included by Vendors to provide the Evaluation Committee with an overview of the technical and business features of the proposal; however, this material will not be used in the evaluation process unless specifically referenced from other portions of the Vendor's proposal d) Response to Technical Requirements/Specifications e) Attachment A f) Conflict of Interest: i. Provide a statement that no assistance in preparing the response was received from any current or former employee of the State of North Carolina whose duties relate(d) to this RFP, unless such assistance was provided by the state employee in his or her official public capacity and that neither such employee nor any member of his or her immediate family has any financial interest in the outcome of this RFP; ii. State if the Vendor or any employee of the Vendor is related by blood or marriage to an Agency employee or resides with an Agency employee. If there are such relationships, list the names and Rev l iC1712014 Page 26 of 47 RFP No.: 19-012693-JJX OFFEROR: relationships of said parties. Include the position and responsibilities within the Vendor's organization of such Vendor employees; and iii. State the employing State Agency, individual's title at that State Agency, and termination date. iv. Certify that Vendor and each of its subcontractors comply with the E -Verify requirements of N.C.G.S. Chapter 64, Article 2. g) Copy of Vendor's License and Maintenance Agreements h) Other Supporting Material Including Technical System Documentation i) Training and Other Materials, Samples or Examples j) Within each section of their proposal, Vendors should address the items in the order in which they appear in this RFP. Forms, if any provided in the RFP, must be completed and included in the appropriate section of the proposal. All discussion of proposed costs, rates, or expenses must be presented with the cost response. S) Any proposal that does not adhere to these requirements may be deemed non-responsive and rejected on that basis. 9) Vendors may attach other materials that they feel may improve the quality of their responses. However, these materials should be included as items in a separate appendix. Section X111. North Carolina Information Technology Procurement Office General Terms and Conditions for Goods and Related Services Definitions: As used herein; Purchasing State Agency or Agency shall mean the Agency purchasing the goods or services State shall mean the State of North Carolina, the Office of Information Technology Services as an Agency or in its capacity as the Award Authority. 1) Standards: Manufactured items and/or fabricated assemblies comprising Deliverables shall meet all requirements of the Occupational Safety and Health Act (OSHA), and State and federal requirements relating to clean air and water pollution, if applicable. Vendor will provide and maintain a quality assurance system or program that includes any Deliverables and will tender to the State only those Deliverables that have been inspected and found to conform to the requirements of this Contract. All manufactured items and/or fabricated assemblies comprising Deliverables are subject to operation, certification or inspection, and accessibility requirements as required by: ■ State or Federal Regulation, • The Chief Information Officer's (CIO) policy or regulation, or Acceptance with appropriate standards of operations or uses of said Deliverables as may be shown by identification markings or other means of the appropriate certifying standards organization. a) Site Preparation: Vendors shall provide the Purchasing State Agency complete site requirement specifications for the Deliverables, if any. These specifications shall ensure that the Deliverabies to be installed shall operate properly and efficiently within the site environment. The Vendor shall advise the State of any site requirements for any Deliverables required by the State's specifications. Any alterations or modification in site preparation which are directly attributable to incomplete or erroneous specifications provided by the Vendor and which would involve additional expenses to the State, shall be made at the expense of the Vendor. b) Goods Return: Reserved c) Specifications: The apparent silence of the specifications as to any detail, or the apparent omission of detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and only material and workmanship of the first quality may be used. Upon any notice of noncompliance provided by the State, Vendor shall supply proof of compliance with the specifications. Vendor must provide written notice of its intent to deliver alternate or substitute Rev 1i07 2014 Page 27 of 47 RFP No.: 19-012693-JJX OFFEROR: products, goods or Deliverables. Alternate or substitute products, goods or Deliverables may be accepted or rejected in the sole discretion of the State; and any such alternates or substitutes must be accompanied by Vendor's certification and evidence satisfactory to the State that the function, characteristics, performance and endurance will be equal or superior to the original Deliverables specified. 2) Warranties: The Vendor warrants to the State that all items furnished will be new (unless otherwise requested in this bid), of good material and workmanship, and agrees to replace any items which fail to comply with the specifications by reason of defective material or workmanship under normal use, free of State's negligence or accident for a minimum of 90 days from date of acceptance. Such replacement shall include transportation costs free of any charge to the State. This statement is not intended to limit any additional coverage, which may normally be associated with a product. Vendor shall assign all applicable third party warranties for Deiiverables to the Purchasing State Agency. 3) Personnel: Vendor shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Agency Contract Administrator. Any desired substitution shall be noticed to the Agency's Contract Administrator accompanied by the names and references of Vendor's recommended substitute personnel. The Agency will approve or disapprove the requested substitution in a timely manner. The Agency may, in its sole discretion, terminate the services of any person providing services under this Contract. Upon such termination, the Agency may request acceptable substitute personnel or terminate the contract services provided by such personnel. a) Vendor personnel shall perform their duties on the premises of the State, during the State's regular work days and normal work hours, except as may be specifically agreed otherwise, established in the specification, or statement of work. b) This contract shall not prevent Vendor or any of its personnel supplied under this Contract from performing similar services elsewhere or restrict Vendor from using the personnel provided to the State, provided that: i) Such use does not conflict with the terms, specifications or any amendments to this Contract, or ii) Such use does not conflict with any procurement law, regulation or policy or iii) Such use does not conflict with any non -disclosure agreement, or term thereof, by and between the State and Vendor or Vendor's personnel. 4) Subcontracting: The Vendor may subcontract the performance of required services with other Vendors or third parties, or change subcontractors, only with the prior written consent of the contracting authority. Vendor shall provide the State with complete copies of any agreements made by and between Vendor and all subcontractors. The selected Vendor remains solely responsible for the performance of its subcontractors. Subcontractors, if any, shall adhere to the same standards required of the selected Vendor. Any contracts made by the Vendor with a subcontractor shall include an affirmative statement that the State is an intended third party beneficiary of the contract; that the subcontractor has no agreement with the State; and that the State shall be indemnified by the Vendor for any claim presented by the subcontractor. Notwithstanding any other term herein, Vendor shall timely exercise its contractual remedies against any non-performing subcontractor and, when appropriate, substitute another subcontractor. 5) Vendor's Representation: Vendor warrants that qualified personnel will provide services in a professional manner. "Professional manner" means that the personnel performing the services will possess the skill and competence consistent with the prevailing business standards in the information technology industry. Vendor agrees that it will not enter any agreement with a third party that might abridge any rights of the State under this Contract. Vendor will serve as the prime Vendor under this Contract. Should the State approve any subcontractor(s), the Vendor shall be legally responsible for the performance and payment of the subcontractor(s). Names of any third party Vendors or subcontractors of Vendor may appear for purposes of convenience in Contract documents; and shall not limit Vendor's obligations hereunder. Third party subcontractors, if approved, may serve as subcontractors to Vendor. Vendor will retain executive representation for functional and technicai expertise as needed in order to incorporate any work by third party subcontractor(s). Rev. 1/0712014 Page 28 of 47 RFP No.: 19-012693-JJX OFF a) Intellectual Property. Vendor has the right to provide the Services and Deliverables without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party. Vendor represents that its Services and Deliverables are not the subject of any actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party. b) Inherent Services. If any Services, Deliverables, functions, or responsibilities not specifically described in this Contract are required for Vendor's proper performance, provision and delivery of the Service and Deliverables pursuant to this Contract, or are an inherent part of or necessary sub -task included within the Service, they will be deemed to be implied by and included within the scope of the Contract to the same extent and in the same manner as if specifically described in the Contract. Unless otherwise expressly provided in the Contract, Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and Deliverables. c) Vendor warrants that it has the financial capacity to perform and to continue perform its obligations under the Contract; that Vendor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Vendor that could materially adversely affect performance of this Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of competent jurisdiction. d) Warranty as to Equipment; Hardware. Vendor warrants that the equipment and hardware that it provides pursuant to this Contract shall be free from defects in materials, in good working order and be maintained in good working order. 6) Software License (for internal embedded software, firmware and unless otherwise provided in the State's solicitation document, or in an attachment hereto): Reserved. 7) Maintenance/Support Services: Reserved. 8) Travel Expenses: Ail travel expenses should be included in the Vendor's proposed costs. Separately stated travel expenses will not be reimbursed. In the event that the Vendor may be eligible to be reimbursed for travel expenses arising under the performance of this Contract, reimbursement will be at the out-of-state rates set forth in GS §138-6; as amended from time to time. Vendor agrees to use the lowest available airfare not requiring a weekend stay and to use the lowest available rate for rental vehicles. All Vendor incurred travel expenses shall be billed on a monthly basis, shall be supported by receipt and shall be paid by the State within thirty (30) days after invoice approval. Travel expenses exceeding the foregoing rates shall not be paid by the State. The State will reimburse travel allowances only for days on which the Vendor is required to be in North Carolina performing services under this Contract. 9) Governmental Restrictions: in the event any restrictions are imposed by governmental requirements that necessitate alteration of the material, quality, workmanship, or performance of the Deliverables offered prior to delivery thereof, the Vendor shall provide written notification of the necessary alteration(s) to the Agency Contract Administrator. The State reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract. The State may advise Vendor of any restrictions or changes in specifications required by North Carolina legislation, rule or regulatory authority that require compliance by the State. In such event, Vendor shall use its best efforts to comply with the required restrictions or changes. If compliance cannot be achieved by the date specified by the State, the State may terminate this Contract and compensate Vendor for sums due under the Contract. 10) Prohibition Against Contingent Fees and Gratuities: Vendor warrants that it has not paid, and agrees not to pay, any bonus, commission, fee, or gratuity to any employee or official of the State for the purpose of obtaining any contract or award issued by the State. Vendor further warrants that no commission or other payment has been or will be received from or paid to any third party contingent on the award of any contract by the State, except as steal{ have been expressly communicated to the State Purchasing Agent in writing prior to acceptance of the Contract or award in question. Each individual signing below warrants that he or she is duly authorized by their respective Party to sign this Contract and bind the Party to the terms and conditions of this Contract. Vendor and their authorized signatory further warrant that no officer or employee of the State has any direct or indirect financial or personal beneficial interest, in the subject matter of this Contract; obligation or contract for future award of compensation as an inducement or consideration for making this Contract. Rev. 1/0712014 Page 29 of 47 RFP No.: 19-012693-JJX OFF Subsequent discovery by the State of non-compliance with these provisions shaft constitute sufficient cause for immediate termination of all outstanding contracts. Violations of this provision may result in debarment of the Vendors) as permitted by 9 NCAC 06B.1207, or other provision of law. 11)Availability of Funds: Any and all payments to Vendor are expressly contingent upon and subject to the appropriation, allocation and availability of funds to the Agency for the purposes set forth in this Contract. If this Contract or any Purchase Order issued hereunder is funded in whole or in part by federal funds, the Agency's performance and payment shall be subject to and contingent upon the continuing availability of said federal funds for the purposes of the Contract or Purchase Order. If the term of this Contract extends into fiscal years, subsequent to that in which it is approved, such continuation of the Contract is expressly contingent upon the appropriation, allocation and availability of funds by the N.C. Legislature for the purposes set forth in the Contract. If funds to effect payment are not available, the Agency will provide written notification to Vendor. If the Contract is terminated under this paragraph, Vendor agrees to take back any affected Deliverables and software not yet delivered under this Contract, terminate any services supplied to the Agency under this Contract, and relieve the Agency of any further obligation thereof. The State shall remit payment for Deliverables and services accepted prior to the date of the aforesaid notice in conformance with the payment terms. 12) Payment Terms: Payment terms are Net 30 days after receipt of correct invoice or acceptance of the Deliverables, whichever is later; unless a period of more than thirty (30) days is required by the Agency. The Purchasing State Agency is responsible for all payments under the Contract. No additional charges to the Agency will be permitted based upon, or arising from, the Agency's use of a Business Procurement Card. The State may exercise any and all rights of Set Off as permitted in Chapter 105A-1 et. seq. of the N.C. General Statutes and applicable Administrative Rufes. Upon Vendor's written request of not less than 30 days and approval by the State or Agency, the Agency may: a) Forward the Vendor's payment check(s) directly to any person or entity designated by the Vendor, or b) Include any person or entity designated in writing by Vendor as a joint payee on the Vendor's payment check(s), however c) In no event shall such approval and action obligate the State to anyone other than the Vendor and the Vendor shall remain responsible for fulfillment of all Contract obligations. 13) Acceptance Criteria: In the event acceptance of Deliverables is not described in additional Contract documents, the State shall have the obligation to notify Vendor, in writing ten calendar days following installation of any Deliverable described in the Contract if it is not acceptable. The notice shall specify in reasonable detail the reason(s) a deliverable is unacceptable. Acceptance by the State shall not be unreasonably withheld; but may be conditioned or delayed as required for installation and/or testing of Deliverables. Final acceptance is expressly conditioned upon completion of all applicable inspection and testing procedures. Should the Deliverables fail to meet any specifications or acceptance criteria the State may exercise any and all rights hereunder, including such rights provided by the Uniform Commercial Code as adopted in North Carolina. Deliverables discovered to be defective or failing to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the Deliverables or non- compliance with the specifications was not reasonably ascertainable upon initial inspection. If the Vendor fails to promptly cure the defect or replace the Deliverables, the State reserves the right to cancel the Purchase Order, contract with a different Vendor, and to invoice the original Vendor for any differential in price over the original Contract price. When Deliverables are rejected, the Vendor must remove the rejected Deiiverables from the premises of the State Agency within seven (7) calendar days of notification, unless otherwise agreed by the State Agency. Rejected items may be regarded as abandoned if not removed by Vendor as provided herein. 14) Equal Employment Opportunity: Vendor shall comply with all Federal and State requirements concerning fair employment and employment of the disabled, and concerning the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin or physical disability. 15) Inspection at Vendor's Site: The State reserves the right to inspect, during Vendor's regular business hours at a reasonable time, upon notice of not less than two (2) weeks, and at its own expense, the prospective Deliverables comprising equipment or other tangible goods, or the plant or other physical facilities Rev. 1/07/2014 Page 30 of 47 RFP No.: 19-012693-JJX OFFEROR: of a prospective Vendor prior to Contract award, and during the Contract term as necessary or proper to ensure conformance with the specifications/requirements and their adequacy and suitability for the proper and effective performance of the Contract. 16) AdvertisingiPress Release: The Vendor absolutely shall not publicly disseminate any information concerning the Contract without prior written approval from the State or its Agent. For the purpose of this provision of the Contract, the Agent is the Purchasing Agency Contract Administrator unless otherwise named in the solicitation documents. 17) Confidentiality: In accordance with 9 NCAC 068,0103, 068.0207 and 068.1001 and to promote maximum competition in the State competitive bidding process, the State may maintain the confidentiality of certain types of information described in N.C. Gen. Stat. §132-1 et. seq. Such information may include trade secrets defined by N C. Gen. Stat. §66-152 and other information exempted from the Public Records Act pursuant to N.C. Gen. Stat. §132-1.2. Vendor may designate appropriate portions of its response as confidential, consistent with and to the extent permitted under the Statutes and Rules set forth above, by marking the top and bottom of pages containing confidential information with a legend in boldface type "CONFIDENTIAL". 8y so marking any page, the Vendor warrants that it has formed a good faith opinion, having received such necessary or proper review by counsel and other knowledgeable advisors, that the portions marked confidential meet the requirements of the Rules and Statutes set forth above. However, under no circumstances shall price information be designated as confidential. The State may serve as custodian of Vendor's confidential information and not as an arbiter of claims against Vendor's assertion of confidentiality. If an action is brought pursuant to N.C. Gen. Stat. §132-9 to compel the State to disclose information marked confidential, the Vendor agrees that it will intervene in the action through its counsel and participate in defending the State, including any public official(s) or public employee(s). The Vendor agrees that it shall hold the State and any official(s) and individual(s) harmless from any and all damages, costs, and attorneys' fees awarded against the State in the action. The State agrees to promptly notify the Vendor in writing of any action seeking to compel the disclosure of Vendor's confidential information. The State shall have the right, at its option and expense, to participate in the defense of the action through its counsel. The State shall have no liability to Vendor with respect to the disclosure of Vendor's confidential information ordered by a court of competent jurisdiction pursuant to N.C. Gen. Stat. §132-9 or Other applicable law. a) Care of Information: Vendor agrees to use commercial best efforts to safeguard and protect any data, documents, files, and other materials received from the State or the Agency during performance of any contractual obligation from loss, destruction or erasure. b) Vendor warrants that all its employees and any approved third party Vendors or subcontractors are subject to a non -disclosure and confidentiality agreement enforceable in North Carolina. Vendor will, upon request of the State, verify and produce true copies of any such agreements. Production of such agreements by Vendor may be made subject to applicable confidentiality, non -disclosure or privacy laws; provided that Vendor produces satisfactory evidence supporting exclusion of such agreements from disclosure under the N.C. Public Records laws in NCGS §132-1 et. seq. The State may, in its sole discretion, provide a non -disclosure and confidentiality agreement satisfactory to the State for Vendor's execution. The State may exercise its rights under this subparagraph as necessary or proper, in its discretion, to comply with applicable security regulations or statutes including, but not limited to 26 USC 6103 and IRS Publication 1075, (Tax Information Security Guidelines for Federal, State, and Local Agencies), HIPAA, 42 USG 1320(d) (Health Insurance Portability and Accountability Act), any implementing regulations in the Code of Federal Regulations, and any future regulations imposed upon the Office of Information Technology Services or the N.C. Department of Revenue pursuant to future statutory or regulatory requirements. c) Nondisclosure: Vendor agrees and specifically warrants that it, its officers, directors, principals and employees, and any subcontractors, shall hold all information received during performance of this Contract in the strictest confidence and shall not disclose the same to any third party without the express written approval of the State. 18) Deliverables: Deliverables, as used herein, shall comprise all project materials, including goods, software licenses, data, and documentation created during the performance or provision of services hereunder. Deliverables are the property of the State of North Carolina. Proprietary Vendor materials licensed to the State Rev. 1 072014 Page 31 of 47 RFP No.: 19.012693-JJX OFFEROR: shall be identified to the State by Vendor prior to use or provision of services hereunder and shall remain the property of the Vendor. Embedded software or firmware shall not be a severable Deliverable. Deliverables include "Work Product" and means any expression of Licensor's findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, enhancements, and other technical information, but not source and object code or software. All Software source and object code is the property of Licensor and is licensed nonexclusively to the State, at no additional license fee, pursuant to the terms of the software license contained herein, and in the Supplemental Terms and Conditions for Software and Services or the License Agreement if incorporated in the Solicitation Documents. 19) Late Delivery, Back Order: Vendor shall advise the Agency contact person or office immediately upon determining that any Deliverable will not, or may not, be delivered at the time or place specified. Together with such notice, Vendor shall state the projected delivery time and date. In the event the delay projected by Vendor is unsatisfactory, the Agency shall so advise Vendor and may proceed to procure substitute Deliverables or services. 20) Patent, Copyright, and Trade Secret Protection: a) Vendor has created, acquired or otherwise has rights in, and may, in connection with the performance of services for the State, employ, provide, create, acquire or otherwise obtain rights in various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and general purpose consulting and software tools, utilities and routines (collectively, the "Vendor Technology"). To the extent that any Vendor Technology is contained in any of the Deliverables including any derivative works, the Vendor hereby grants the State a royalty -free, fully paid, worldwide, perpetual, non-exclusive license to use such Vendor Technology in connection with the Deliverables for the State's purposes. b) Vendor shall not acquire any right, title and interest in and to the copyrights for goods, any and all software, technical information, specifications, drawings, records, documentation, data or derivative works thereof, or other work products provided by the State to Vendor. The State hereby grants Vendor a royalty - free, fully paid, worldwide, perpetual, non-exclusive license for Vendor's internal use to non -confidential Deliverables first originated and prepared by the Vendor for delivery to the State. c) The Vendor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the services or Deliverables supplied by the Vendor, or the operation of such Deliverables pursuant to a current version of Vendor -supplied software, infringes a patent, or copyright or violates a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the Vendor shall be notified within a reasonable time in writing by the State of any such claim; and, ii) That the Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense. d) Should any services or software supplied by Vendor, or the operation thereof become, or in the Vendor's opinion are likely to become, the subject of a claim of infringement of a patent, copyright, or a trade secret in the United States, the State shall permit the Vendor, at its option and expense, either to procure for the State the right to continue using the goods/hardware or software, or to replace or modify the same to become noninfringing and continue to meet procurement specifications in all material respects. If neither of these options can reasonably be taken, or if the use of such goods/hardware or software by the State shall be prevented by injunction, the Vendor agrees to tame back such goods/hardware or software, and refund any sums the State has paid Vendor less any reasonable amount for use or damage and make every reasonable effort to assist the State in procuring substitute Deliverables. If, in the sole opinion of the State, the return of such infringing Deliverables makes the retention of other items of Deliverables acquired from the Vendor under this Contract impractical, the State shall then have the option of terminating the Contract, or applicable portions thereof, without penalty or termination charge. The Vendor agrees to take back such Deliverables and refund any sums the State has paid Vendor less any reasonable amount for use or damage. Rev. 1!07!2014 Page 32 of 47 RFP No.: 19-012693-JJX OFFE e) Vendor will not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation (i) results from the State's alteration of any Vendor -branded product or Deliverable, or (ii) results from the continued use of the good(s) or Services and Deliverables after receiving notice they infringe a trade secret of a third party. Q Nothing stated herein, however, shall affect Vendor's ownership in or rights to its preexisting intellectual property and proprietary rights. 21) Access to Persons and Records: Pursuant to N.C. General Statute 147-64.7, the Agency, the State Auditor, appropriate federal officials, and their respective authorized employees or agents are authorized to examine all books, records, and accounts of the Vendor insofar as they relate to transactions with any department, board, officer, commission, institution, or other Agency of the State of North Carolina pursuant to the performance of this Contract or to costs charged to this Contract. The Vendor shall retain any such books, records, and accounts for a minimum of three (3) years after the completion of this Contract.Additional audit or reporting requirements may be required by any Agency, if in the Agency's opinion, such requirement is imposed by federal or state law or regulation. 22) Assignment: Vendor may not assign this Contract or its obligations hereunder except as permitted by 09 NCAC 06B.1003 and this Paragraph. Vendor shall provide reasonable notice of not less than thirty (30) days prior to any consolidation, acquisition, or merger. Any assignee shall affirm this Contract attorning to the terms and conditions agreed, and that Vendor shall affirm that the assignee is fully capable of performing all obligations of Vendor under this Contract. An assignment may be made, if at all, in writing by the Vendor, Assignee and the State setting forth the foregoing obligation of Vendor and Assignee. 23) Insurance Coverage: During the term of the Contract, the Vendor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Contract. As a minimum, the Vendor shall provide and maintain the following coverage and limits: a) Worker's Compensation - The Vendor shall provide and maintain Worker's Compensation Insurance, as required by the laws of North Carolina, as well as employer's liability coverage with minimum limits of $100,000.00, covering all of Vendor's employees who are engaged in any work under the Contract. If any work is sublet, the Vendor shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the Contract ; and b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $2,000,000.00 Combined Single Limit (Defense cost shall be in excess of the limit of liability); and c) Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non -owned vehicles, used in connection with the Contract. The minimum combined single limit shall be $500,000.00 bodily injury and property damage; $500,000.00 uninsured/under insured motorist; and $5,000.00 medical payment; and d) Providing and maintaining adequate insurance coverage described herein is a material obligation of the Vendor and is of the essence of this Contract. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. The Vendor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or this Contract. The limits of coverage under each insurance policy maintained by the Vendor shall not be interpreted as limiting the Vendor's liability and obligations under the Contract. 24) Dispute Resolution: The parties agree that it is in their mutual interest to resolve disputes informally. A claim by the Vendor shall be submitted in writing to the Agency Contract Administrator for decision. A claim by the State shall be submitted in writing to the Vendor's Contract Administrator for decision. The Parties shail negotiate in good faith and use all reasonable efforts to resolve such dispute(s). During the time the Parties are attempting to resolve any dispute, each shall proceed diligently to perform their respective duties and responsibilities under this Contract. If a dispute cannot be resolved between the Parties within thirty (30) days after delivery of notice, either Party may elect to exercise any other remedies available under this Contract, or at law. This term shall not constitute an agreement by either party to mediate or arbitrate any dispute. Rev 1/07/2014 Page 33 of 47 RFP No.: 19-012693-JJX OFFEROR: 25) Default: In the event any Deliverable furnished by the Vendor during performance of any Contract term fails to conform to any material requirement of the Contract specifications, notice of the failure is provided by the State and if the failure is not cured within ten (10) days, or Vendor fails to meet the requirements of Paragraph 13) herein, the State may cancel and procure the articles or services from other sources; holding Vendor liable for any excess costs occasioned thereby, subject only to the limitations provided in Paragraphs 28) and 29) and the obligation to informally resolve disputes as provided in Paragraph 24) of these Terms and Conditions. Default may be cause for debarment as provided in 09 NCAC 06B.1206. The State reserves the right to require performance guaranties pursuant to 09 NCAC 06B.1207 from the Vendor without expense to the State. The rights and remedies of the State provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. a) If Vendor fails to deliver Deliverables within the time required by this Contract, the State may provide written notice of said failure to Vendor, and by such notice require payment of a penalty. b) Should the State fail to perform any of its obligations upon which Vendor's performance is conditioned, Vendor shall not be in default for any delay, cost increase or other consequences due to the State's failure. Vendor will use reasonable efforts to mitigate delays, costs or expenses arising from assumptions in the Vendor's bid documents that prove erroneous or are otherwise invalid. Any deadline that is affected by any such failure in assumptions or performance by the State shall be extended by an amount of time reasonably necessary to compensate for the effect of such failure. c) Vendor shall provide a plan to cure any default if requested by the State. The plan shall state the nature of the default, the time required for cure, any mitigating factors causing or tending to cause the default, and such other information as the Vendor may deem necessary or proper to provide. 26) Waiver of Default: Waiver by either party of any default or breach by the other Party shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be a modification or novation of the terms of this Contract, unless so stated in writing and signed by authorized representatives of the Agency and the Vendor, and made as an amendment to this Contract pursuant to Paragraph 40) herein below. 27) Termination: Any notice or termination made under this Contract shall be transmitted vta US Mail, Certified Return Receipt Requested. The period of notice for termination shall begin on the day the return receipt is signed and dated. a) The parties may mutually terminate this Contract by written agreement at any time. b) The State may terminate this Contract, in whole or in part, pursuant to Paragraph 25), or pursuant to the Special Terms and Conditions in the Solicitation Documents, if any, or for any of the following: i) Termination for Cause: In the event any goods, software, or service furnished by the Vendor during performance of any Contract term fails to conform to any material requirement of the Contract, and the failure is not cured within the specified time after providing written notice thereof to Vendor, the State may cancel and procure the articles or services from other sources; holding Vendor liable for any excess costs occasioned thereby, subject only to the limitations provided in Paragraphs 28) and 29) herein. The rights and remedies of the State provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. Vendor shall not be relieved of liability to the State for damages sustained by the State arising from Vendor's breach of this Contract; and the State may, in its discretion, withhold any payment due as a setoff until such time as the damages are finally determined or as agreed by the parties. Voluntary or involuntary Bankruptcy or receivership by Vendor shall be cause for termination. ii) Termination For Convenience Without Cause: The State may terminate service and indefinite quantity contracts, in whole or in part by giving thirty (30) days prior notice in writing to the Vendor. Vendor shall be entitled to sums due as compensation for Deliverables provided and services performed in conformance with the Contract. In the event the Contract is terminated for the convenience of the State the Agency will pay for all work performed and products delivered in conformance with the Contract up to the date of termination. 28) Limitation of Vendor's Liability: Rev. 1/0712014 Page 34 of 47 RFP No.: 19-012693-JJX OFFEROR: a) Where Deliverables are under the State's exclusive management and control, the Vendor shall not be liable for direct damages caused by the State's failure to fulfill any State responsibilities of assuring the proper use, management and supervision of the Deliverables and programs, audit controls, operating methods, office procedures, or for establishing all proper checkpoints necessary for the State's intended use of the Deliverables. b) The Vendor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, shall be limited to two times the value of the Contract. c) The foregoing limitation of liability shall not apply to the payment of costs and damage awards referred to in the Paragraph entitled "Patent, Copyright, and Trade Secret Protection", to claims covered by other specific provisions calling for liquidated damages or specifying a different limit of liability, or to claims for injury to persons or damage to property caused by Vendor's negligence or willful or wanton conduct. This limitation of liability does not apply to the receipt of court costs or attorney's fees that might be awarded by a court in addition to damages after litigation based on this Contract. 29) Vendor's Liability for Injury to Persons or Damage to Property: a) The Vendor shall be liable for damages arising out of personal injuries and/or damage to real or tangible personal property of the State, employees of the State, persons designated by the State for training, or person(s) other than agents or employees of the Vendor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables either at the Vendor's site or at the State's place of business, provided that the injury or damage was caused by the fault or negligence of the Vendor. b) The Vendor agrees to indemnify, defend and hold the Agency and the State and its Officers, employees, agents and assigns harmless from any liability relating to personal injury or injury to real or personal property of any kind, accruing or resulting to any other person, firm or corporation furnishing or supplying worn, services, materials or supplies in connection with the performance of this contract, whether tangible or intangible, arising out of the ordinary negligence, willful or wanton negligence, or intentional acts of the Vendor, its officers, employees, agents, assigns or subcontractors, in the performance of this Contract. c) Vendor shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the Vendor, or for damage to alterations or attachments that may result from the normal operation and maintenance of the Vendor's goods. 30) General Indemnity: The Vendor shall hold and save the State, its officers, agents and employees, harmless from liability of any kind, including all claims and losses, with the exception of consequential damages, accruing or resulting to any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this Contract. The foregoing indemnification and defense by the Vendor shall be conditioned upon the following: a) The Agency shall give Vendor written notice within thirty (30) days after it has actual knowledge of any such claim(s) or action(s) filed; and b) The Vendor shall have the sole control of the defense of any such claim(s) or actions) filed and of all negotiations relating to settlement or compromise thereof, provided, however, that the Agency or State shall have the option to participate at their own expense in the defense of such claim(s) or action(s) filed. 31) Changes: This Contract and subsequent purchase order(s) is awarded subject to shipment of quantities, qualities, and prices indicated by the order or Contract, and all conditions and instructions of the Contract or proposal on which it is based. Any changes made to this Contract or purchase order proposed by the Vendor are hereby rejected unless accepted in writing by the Agency or State Award Authority. The State shall not be responsible for Deliverables or services delivered without a purchase order from the Agency or State Award Authority. 32) Stop Work Order: The State may issue a written Stop Work Order to Vendor for cause at any time requiring Vendor to suspend or stop all, or any part, of the performance due under this Contract for a period up to ninety (90) days after the Stop Work Order is delivered to the Vendor. The ninety (90)day period may be extended for any further period for which the parties may agree. Rev. 110712014 Page 35 of 47 RFP No.: 19-G12693-JJX OFFEROR: a) The Stop Work Order shall be specifically identified as such and shall indicate that it is issued under this term. Upon receipt of the Stop Work Order, the Vendor shall immediately comply with its terms and take all reasonable steps to minimize incurring costs allocable to the work covered by the Stop Work Order during the period of work suspension or stoppage. Within a period of ninety (90)days after a Stop Work Order is delivered to Vendor, or within any extension of that period to which the parties agree, the State shall either: i) Cancel the Stop Work Order, or ii) Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of this Contract. b) If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Vendor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract shall be modified, in writing, accordingly, if: i) The Stop Work Order results in an increase in the time required for, or in the Vendor's cost properly allocable to the performance of any part of this Contract, and ii) The Vendor asserts its right to an equitable adjustment within thirty (30) days after the end of the period of work stoppage; provided that if the State decides the facts justify the action, the State may receive and act upon a proposal submitted at any time before final payment under this Contract. c) If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for Convenience of the State, the State shall allow reasonable direct costs resulting from the Stop Work Order in arriving at the termination settlement. d) The State shall not be liable to the Vendor for loss of profits because of a Stop Work Order issued under this term. 33) Price Adjustments for Term Contracts: Reserved. 34) Time is of the Essence. Time is of the essence in the performance of this Contract. 35) Date and Time Warranty: The Vendor warrants that any Deliverable, whether hardware, firmware, middleware, custom or commercial software, or internal components, subroutines, and interface therein which performs any date and/or time data recognition function, calculation, or sequencing, will provide accurate date/time data and leap year calculations. This warranty shall survive termination or expiration of the Contract. 36) Independent Contractors: Vendor and its employees, officers and executives, and subcontractors, if any, shall be independent Vendors and not employees or agents of the State. This Contract shall not operate as a joint venture, partnership, trust, agency or any other business relationship. 37) Transportation: Transportation of Deliverables shall be FOB Destination; unless otherwise specified in the solicitation document or purchase order. Freight, handling, hazardous material charges, and distribution and installation charges shall be included in the total price of each item. Any additional charges shall not be honored for payment unless authorized in writing by the Purchasing State Agency. In cases where parties, other than the Vendor ship materials against this order, the shipper must be instructed to show the purchase order number on all packages and shipping manifests to ensure proper identification and payment of invoices. A complete packing list must accompany each shipment. 38) Notices: Any notices required under this Contract should be delivered to the Contract Administrator for each party. Unless otherwise specified in the Solicitation Documents, any notices shall be delivered in writing by U.S. Mail, Commercial Courier or by hand. 39) Titles and Headings: Titles and Headings in this Contract are used for convenience only and do not define, limit or proscribe the language of terms identified by such Titles and Headings. 40) Amendment: This Contract may not be amended orally or by performance. Any amendment must be made in written form and signed by duly authorized representatives of the State and Vendor in conformance with Paragraph 31) herein. Rev. 1/07/2014 Page 36 of 47 RFP No.: 19-012693-JJX OFFE 41) Taxes: The State of North Carolina is exempt from Federal excise taxes and no payment will be made for any personal property taxes levied on the Vendor or for any taxes levied on employee wages. Agencies of the State may have additional exemptions or exclusions for federal or state taxes. Evidence of such additional exemptions or exclusions may be provided to Vendor by Agencies, as applicable, during the term of this Contract. Applicable State or local sales taxes shall be invoiced as a separate item. 42) Governing Laws, Jurisdiction, and Venue: a) This Contract is made under and shall be governed and construed in accordance with the laws of the State of North Carolina. The place of this Contract or purchase order, its situs and forum, shall be Wake County, North Carolina, where all matters, whether sounding in contract or in tort, relating to its validity, construction, interpretation and enforcement shall be determined. Vendor agrees and submits, solely for matters relating to this Contract, to the jurisdiction of the courts of the State of North Carolina, and stipulates that Wake County shall be the proper venue for all matters. 43) Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations as a result of events beyond its reasonable control, including without limitation, fire, power failures, any act of war, hostile foreign action, nuclear explosion, riot, strikes or failures or refusals to perform under subcontracts, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. 44) Compliance with Laws: The Vendor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdicticn and/or authority. In providing Services and Deliverables, and without limiting or modifying in any respect the Vendor's obligations, Vendor shall comply, and shall cause each of its employees and subcontractors to comply at all times, with State policies that are of general application to State contractors or that Vendor has otherwise agreed to, comply with, including, without limitation, the Statewide Information Security Manual and ITS Security Standards and Policies. 45) Severability: In the event that a court of competent jurisdiction holds that a provision or requirement of this Contract violates any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this Contract shall remain in full force and effect. All promises, requirement, terms, conditions, provisions, representations, guarantees and warranties contained herein shall survive the expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable federal or State statute, including statutes of repose or limitation. 46) Federal Intellectual Property Bankruptcy Protection Act: The Parties agree that the Agency shall be entitled to all rights and benefits of the Federal Intellectual Property Bankruptcy Protection Act, Public Law 100- 506, codified at 11 U.S.C. 365(n), and any amendments thereto. 47) Electronic Procurement (Applies to all contracts that include E -Procurement and are identified as such in the body of the solicitation document): Purchasing shall be conducted through the Statewide E- Procurement Service. The State's third party agent shall serve as the Supplier Manager for this E - Procurement Service. The Vendor shall register for the Statewide E -Procurement Service within two (2) business days of notification of award in order to receive an electronic purchase order resulting from award of this contract. a) Reserved. b) Reserved. c) The Supplier Manager will capture the order from the State approved user, including the shipping and payment information, and submit the order in accordance with the E -Procurement Service, Subsequently, the Supplier Manager will send those orders to the appropriate Vendor on State Contract. The State or State approved user, not the Supplier Manager, shall be responsible for the solicitation, bids received, evaluation of bids received, award of contract, and the payment for goods delivered. d) Vendor agrees at all times to maintain the confidentiality of its user name and password for the Statewide E -Procurement Services. If a Vendor is a corporation, partnership or other legal entity, then the Vendor may authorize its employees to use its password. Vendor shall be responsible for all activity and Rev 1!0712014 Page 37 of 47 RFP No.: 19-012693-JJX OFFEROR: all charges for such employees. Vendor agrees not to permit a third party to use the Statewide E - Procurement Services through its account. If there is a breach of security through the Vendor's account, Vendor shall immediately change its password and notify the Supplier Manager of the security breach by e- mail. Vendor shail cooperate with the state and the Supp#ier Manager to mitigate and correct any security breach. 48) Electronic Procurement (Applies only to Statewide Term Contracts): Reserved North Carolina Office of Information Technology Supplemental Terms and Conditions for Software and Services 1) Supplement: The additional terms and conditions set forth herein shall supplement the North Carolina Information Technology Procurement Office General Terms and Conditions for Goods and Related Services. In the event of a conflict between this Supplement and the General Terms and Conditions, or any other document, the order of precedence shall be determined by the State's solicitation document(s). 2) License Grant: This paragraph recites the scope of license granted, if not superseded by a separate licensing agreement as follows: a) Vendor grants to the State, its Agencies and lawful customers a non-exclusive, non -transferable and non- sublicensable license to use, in object code format, Vendor's software identified in the solicitation documents, Vendor's Statement of Work (SOW), or an Exhibit thereto executed by the parties ("Software"), subject to the restrictions set forth therein, such as the authorized computer system, the data source type(s), the number of target instance(s) and the installation site. Use of the Software shall be limited to the data processing and computing needs of the State, its Agencies and lawful customers. This license shall be for the term of the contract, unless terminated as provided herein. The State agrees not to distribute, sell, sublicense or otherwise transfer copies of the Software or any ,portion thereof, For purposes of this Agreement, a State Entity shall be defined as any department or agency of the State of North Carolina, which is controlled by or under common control of the State or who is a lawful customer of the State pursuant to Article 3D of Chapter 147 of the General Statutes. b) Vendor shall provide all encryption or identification codes or authorizations that are necessary or proper for the operation of the licensed Software. c) The State shall have the right to copy the Software, in whole or in part, for use in conducting benchmark or acceptance tests, for business recovery and disaster recovery testing or operations, for archival or emergency purposes, for back up purposes, for use in preparing derivative works if allowed by the solicitation documents or statements of wort[, or to replace a worn copy. d) The State may modify non -personal Software in machine-readable form for its internal use in merging the same with other software program material. Any action hereunder shall be subject to uses described in this paragraph, the restrictions imposed by Paragraph 3, and applicable terms in the solicitation documents or statements of work. 3) Restrictions. State's use of the Software is restricted as follows: a) The license granted herein is granted to the State and to any political subdivision or other entity permitted or authorized to procure Information Technology through the Office of Information Technology. If the License Grant and License Fees are based upon the number of Users, the number of Users may be increased at any time, subject to the restrictions on the maximum number of Users specified in the solicitation documents. b) No right is granted hereunder to use the Software to perform services for commercial third parties (so- called "service bureau" uses). Services provided to other State Departments, Agencies or political subdivisions of the State is permitted. c) The State may not copy, distribute, reproduce, use, lease, rent or allow access to the Software except as explicitly permitted under this Agreement, and State will not modify, adapt, translate, prepare derivative works (unless allowed by the solicitation documents or statements of work,) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or any internal data files generated Rev. 1i07l2014 Page 38 of 47 RFP No.: 19-012693-JJX by the Software. OFFEROR: d) State shall not remove, obscure or alter Vendor's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software. 4) Vendor's Retained Rights: Subject only to the rights granted to State hereunder, Vendor retains ail right, title and interest in and to the Software and all copies of the Software, including without limitation all modifications, enhancements, upgrades and new versions with respect to any of the foregoing, all patent rights, copyrights and trade secret rights embodying any of the foregoing, and all know-how, concepts, inventions and ideas related to the foregoing. State shall provide Vendor with access to State's facilities, at reasonable times and upon reasonable notice, to verify State's compliance with the terms of this Agreement. 5) Support or Maintenance Services: This paragraph recites the scope of maintenance services due under the license granted, if not superseded by a separate licensing and maintenance agreement or as may be stated in the solicitation documents. Subject to payment of a Support Service or Maintenance Fee stated in the solicitation documents for the first year and all subsequent years, if requested by the State, Vendor agrees to provide the following support services ("Support Services") for the current version and one previous version of the Software commencing upon delivery of the Software: a)Error Correction: If the error conditions reported by the State pursuant to the General Terms and Conditions are not corrected in a timely manner, the State may request a replacement copy of the licensed Software from Vendor. In such event, Vendor shall then deliver a replacement copy, together with corrections and updates, of the iicensed Software within 24 hours of the State's request at no added expense to the State. b) Other Agreement: This Paragraph 5 may be superseded by agreement provided that: Support and maintenance services shall be fully described in a separate agreement annexed hereto and incorporated herein c) Temporary Extension of License: If any licensed Software or CPU/computing system on which the Software is installed fails to operate or malfunctions, the term of the license granted shall be temporarily extended to another CPU selected by the State and continue until the earlier of: i) Return of the inoperative CPU to full operation, or ii) Termination of the license. d) Encryption Code: Vendor shall provide any temporary encryption code or authorization necessary or proper for operation of the licensed Software under the foregoing temporary license. The State will provide notice by expedient means, whether by telephone, e-mail or facsimile of any failure under this paragraph. On receipt of such notice, Vendor shall issue any temporary encryption code or authorization to the State within twenty-four (24) hours; unless otherwise agreed. e) Updates. Vendor shall provide to the State, at no additional charge, all new releases and bug fixes (collectively referred to as ''Updates") for any Software Deliverable developed or published by Vendor and made generally available to its other customers at no additional charge. All such Updates shall be a part of the Program and Documentation and, as such, be governed by the provisions of this Contract. f) Telephone Assistance. Vendor shall provide the State with telephone access to technical support engineers for assistance in the proper installation and use of the Software, and to report and resolve Software problems, during normal business hours, 8:00 AM - 5:00 PM Eastern Time, Monday -Friday. Vendor shall respond to the telephone requests for Program maintenance service, within four (4) hours or eight (8) hours or next business day, etc., for calls made at any time 6) Termination of Support or Maintenance: If the State fails to pay Support or Maintenance Services for the Software or choose not to pay for Support or Maintenance Services, the State may continue to use the Software pursuant to the license granted hereunder, but will not be entitled to receive routine Support Services for such Software. If the State does not subscribe or purchase Support or Maintenance Services effective with the date of this Contract, Support or Maintenance Services may be subsequently subscribed or purchased at any time during the term of this Contract by payment of Support Service or Maintenance Fees at Vendor's then current prices. During the term of this Agreement, the State may also purchase implementation services, Rev. 1107/2014 Page 39 of 47 RFP No.: 19-012693-JJX OFFEROR: consulting and training from Vendor at Vendor's then current prices. 7) Program Retirement: Vendor retains the right to retire a version of the Program and stop providing Maintenance, Updates or Services, upon providing one hundred and eighty (180) days written notice to the State of its intent to do so. The decision to stop maintaining a version of the Program is the sole business discretion of Vendor and shall not be deemed a breach of contract. If Vendor retires the version of the Program provided to the State and if the State has paid all applicable annual Maintenance Fees subsequent to executing this Agreement, the State shall be entitled to receive, at no additional charge, a newer version of the Program that supports substantially the same functionality as the licensed version of the Program. Newer versions of the Program containing substantially increased functionality will be made available to the State for an additional fee. 8) Applies if marked: -7 Services Provided by Vendor: Vendor shall provide the State with implementation services as specified in a Statement of Work ("SOW") executed by the parties. This Agreement in combination with each SOW individually comprises a separate and independent contractual Obligation from any other SOW. A breach by Vendor under one SOW will not be considered a breach under any other SOW. The services intended hereunder are related to the State's implementation andlor use of one or more Software Deliverables licensed hereunder or in a separate software license agreement between the parties (''License Agreement"). 9) Payment Terms: The total License Fee and the Support Service or Maintenance Fee (provided the State subscribes or purchases such services) for the first year shall be invoiced upon delivery of the Software. The Support Service or Maintenance Fee for subsequent contract years, if any, will be invoiced annually 60 days prior to the anniversary date beginning each subsequent year. Increases in Vendor's Contract price for Support Services or Maintenance shall not exceed five percent (5%) per year following the first Contract year. Payment terms for software are Net 30 days after receipt of correct invoice or acceptance of software, whichever is later. Payment terms for services are due and payable the month following the month for which charges accrue, or in accordance with the contract payment schedule. The using agency is responsible for all payments under the contract. 10) Acceptance: Acceptance testing is required for all Vendor supplied software unless provided otherwise in the solicitation documents or a Statement of Work. The State may define such processes and procedures as may be necessary or proper, in its opinion and discretion, to ensure compliance with the State's specifications and Vendor's technical representations. Acceptance of software or services may be controlled by amendment hereto, or additional terms as agreed by the parties. In the event acceptance of software or services is not described in additional contract documents, the State shall have the obligation to notify Vendor, in writing and within a reasonable time following installation of any software deliverable described in the contract if it is not acceptable. The notice shall specify in reasonable detail the reason(s) a deliverable is unacceptable. Acceptance by the State shall not be unreasonably withheld; but may be conditioned or delayed as required for installation and/or testing of software. 11) Warranty Terms: Notwithstanding anything in this Contract or Exhibit hereto to the contrary, Vendor shall assign warranties for any Deliverable supplied by a third party to the State. a) Vendor warrants that any Software or Deliverable will operate substantially in conformity with prevailing specifications as defined by the current standard documentation (except for minor defects or errors which are not material to the State) for a period of ninety (90) days from the date of acceptance ("Warranty Period"), unless otherwise specified in the Solicitation Documents. If the Software does not perform in accordance with such specifications during the Warranty Period, Vendor will use reasonable efforts to correct any deficiencies in the Software so that it will perform in accordance with or substantially in accordance with such specifications. b) Vendor warrants to the best of its knowledge that: i) The licensed Software and associated materials do not infringe any intellectual property rights of any third party; ii) There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party; Rev 1/47/2014 Page 40 of 47 RFP No.: 19-012693-JJX iii) The licensed Software and associated materials do not contain any surreptitious programming codes, viruses, Trojan Horses, "back doors" or other means to facilitate or allow unauthorized access to the State's information systems. iv.) The licensed Software and associated materials do not contain any timer, counter, lock or similar device (other than security features specifically approved by Customer in the Specifications) that inhibits or in any way limits the Softwares ability to operate. c) UNLESS MODIFIED BY AMENDMENT OR THE SOLICITATION DOCUMENTS, THE WARRANTIES IN THIS PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OR WHETHER ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NO OTHER REPRESENTATIONS OR WARRANTIES HAVE FORMED THE BASIS OF THE BARGAIN HEREUNDER. 12)Applies if marked: Escrow of Code: Vendor has established an Escrow Agreement ("Escrow Agreement") with a third party escrow agent acceptable to the State, as required in the solicitation documents. Within thirty days from the Effective Date of the Agreement, Vendor will add the State as a beneficiary to such Escrow Agreement. In the event (i) this Agreement is terminated due to insoivency or the filing of involuntary bankruptcy proceedings pursuant to Chapter 7 of the U.S, Bankruptcy Code and (ii) Vendor no longer offers support or maintenance services for the Software (both (i) and (ii) constituting the release condition ("Release Condition") under the Escrow Agreement), the Software code deposited in accordance with the Escrow Agreement (the "Deposit Materials") shall be delivered to the State and the State shall be granted a license to use the Deposit Materials solely to repair, maintain and support the Software licensed to State pursuant to this Agreement. The license to the Deposit Materials under this Section shall terminate upon the termination or cure of the Release Condition. 13) Reserved. 14) State Property and Intangibles Rights: The parties acknowledge and agree that the State shall own all right, title and interest in and to the copyright in any and all software, technical information, specifications, drawings, records, documentation, data and other work products first originated and prepared by the Vendor for delivery to the State (the '`Deliverables"). To the extent that any Vendor Technology is contained in any of the Deliverables, the Vendor hereby grants the State a royalty -free, fully paid, worldwide, perpetual, non- exclusive license to use such Vendor Technology in connection with the Deliverables for the State's internal business purposes. Vendor shall not acquire any right, title and interest in and to the copyrights for goods, any and all software, technical information, specifications, drawings, records, documentation, data or derivative works thereof, or other work products provided by the State to Vendor. The State hereby grants Vendor a royalty -free, fully paid, worldwide, perpetual, non-exclusive license to non -confidential Deliverables first originated and prepared by the Vendor for delivery to the State. 15) License Rights: All licenses granted to either party include the right to make, have made, use, have used, import, offer to sell, sell, lease or otherwise transfer any apparatus, or practice and have practiced any method and shall include the right to grant, directly or indirectly, revocable or irrevocable sublicenses to affiliates of such party; and nothing contained in this contract shall be deemed to grant any license under any other patents or patent applications arising out of any other inventions of either party. 16) Default: If the prescribed acceptance testing stated in the Solicitation Documents or performed pursuant to Paragraph 13 of the General Terms and Conditions for Goods and Related Services is not completed successfully, the State may request substitute Software, cancel the portion of the Contract that relates to the unaccepted Software, or continue the acceptance testing with or without the assistance of Vendor. These options shall remain in effect until such time as the testing is successful or the expiration of any time specified for completion of the testing. If the testing is not completed after exercise of any of the State's options, the State may cancel any portion of the contract related to the failed Software and take action to procure substitute software. If the failed software (or the substituted software) is an integral and critical part of the proper completion of the work for which the Deliverables identified in the solicitation documents or statement of work were acquired, the State may terminate the entire contract pursuant to the Default terms in the General Terms Rev 1 07 2014 Page 41 of 47 RFP No,: 19-012693-JJX OFFEROR: and Conditions. 17) Limitation of Liability for Software Deliverables: a) Where equipment is under the State's exclusive management and control, Vendor shall not be liable for any damages caused by the State's failure to fulfill any State responsibilities including, without limitation, those relating to assuring the proper use, management and supervision of the equipment and programs, audit controls, operating methods, office procedures or for establishing all property checkpoints necessary for the State's intended use of the machines. b) The Vendor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, shall not exceed two times the value of the contract, but in no event shall the liability for damages be less than the total value of the contract. c) WITH THE EXCEPTIONS OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT ACTIONS, THE STATE'S CONSTITUTIONAL RIGHTS AS A SOVEREIGN, AND PENALTIES IMPOSED UPON THE STATE BY ANY FEDERAL ENTITY OR EXPENDITURES OF PUBLIC FUNDS REQUIRED OR RESULTING FROM AN OPERATIONAL FAILURE OF THE DELIVERABLE(S) OR SERVICES PROVIDED HEREUNDER, BUT NOTWITHSTANDING ANY OTHER TERN? TO THE CONTRARY CONTAINED IN THIS CONTRACT, NEITHER PARTY NOR THEIR RESPECTIVE AFFILIATES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES (1) FOR ANY CLAIM BASED UPON ANY THIRD PARTY CLAIM, (II) FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM DELAYS, LOSS OF DATA, INTERRUPTION OF SERVICE OR OTHERWISE, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (Ili) FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE WHATSOEVER. 18) Vendor Obligations: In the event the State does not perform the State Obligations in a timely manner; Vendor may revise the applicable SOW and/or amount it is charging for Services, and present it as a Change pursuant to Paragraph 31 of the General Terms and Conditions for Goods and Related Services, or terminate this Agreement, at Vendor's option. For each SOW, Vendor will designate one (1) Vendor point of contact who shall be responsible for responding to the State's questions and issues relating to the Services. The State understands and agrees that Vendor may subcontract with third parties to perform all or part of the Services in conformance with Paragraph 4 of the General Terms and Conditions for Goods and Related Services. 19) Qualified Personnel: Each party shall provide sufficient, qualified, knowledgeable personnel capable of: (i) performing obligations set forth in this Agreement and each SOW; (ii) making timely decisions necessary to move the Services forward; (iii) participating in the project and assisting Vendor in rendering the Services; and (iv) facilitating developrnent, testing and implementation of Vendor software, if applicable. Vendor warrants that qualified personnel will perform the services in a professional manner. As used in this Paragraph, "professional manner" means that the personnel performing the services will be of a skill and competence consistent with prevailing norms of company providers in the information technology industry. 24) Vendor shall not be responsible for any alleged breach of the foregoing Paragraph 16 that is attributable to (i) misuse or modification of Vendor's Software by or on behalf of the State, (ii) the State's failure to use corrections or enhancements made available by Vendor, (iii) the quality or integrity of data from other automated or manual systems with which the Vendor's Software interfaces, (iv) errors in or changes to third party software or hardware implemented by the State or a third party (including the vendors of such software or hardware) that is not a subcontractor of Vendor or that is not supported by the Deliverables, or (vi) the operation or use of the Vendor's Software not in accordance with the operating procedures developed for the Vendor's Software or otherwise in a manner not contemplated by this Agreement. 21) Transportation: Transportation of software shall be FOB Destination unless delivered by internet or file transfer as agreed by the State, or otherwise specified in the solicitation document or purchase order. Rev. 1: 07,2414 Page 42 of 47 RFP No.: 19-012693-JJX Section V111. Attachments or Exhibits OFFEROR: Attachment A Section 1: Vendor System Design Checklist Architectural Approach — SOA — 31N Tier ` Other (specify): Processing Type OLTP _ OLAP _ Other (specify): Development Platform J2EE _.NET _ Other (specify): Architectural Frarnework(s) STRUTS i JATO — JSF Other (specify): Architectural Pattern(s) _ MVC _ Factory _ Controller _ Data Access Object Other (specify): Application Communication Service Interface, Technologies _ Web Services (i.e. XML, SOAP, WSDL, UDDI, and HTTP) Public Facing _ Internal Facing Platform Specific: NET Remoting _ EJB/RMI — /IOP Other (specify): System Integration Technologies _ XML _ Web Services _ Messaging _ EDI COPSA 4 I IOP —Adaptors —Secure FTP T Other (specify); Rev. 1/0712014 Page 43 of 47 RFP No.: 19-012693-JJX Section 1: Vendor System Design Checklist Software Testing OFFEROR: General: Functional _ Regression _ System _ Integration Specialized: Performance _ Load _ Stress Error Handling _ Security i Platform Accessibility: WCAG V1.0: — Priority 1 _ Priority 2 Priority 3 WCAG V2.0 (Draft): _ Level 1 _ Level 2 Level 3 Section 508 User -Participation: Beta _ User Acceptance _ Other (specify): Security Technologies i _ Identity and Access Management Integrated _ Externalizable — Externalized SSL/TLS Data Encryption Level Supported: _ Column _ Row _ Table Database Cookie Encryption DES _ 3DES _ AES _ Other (specify): — Other (specify): Client Operating Systems _ Apple _ Microsoft — Linux — Unix Palm Microsoft PocketPC Other (specify): Client Platforms _ Desktop/Laptop _ Tablet PDA Smart Phone Other (specify): Rev. 11072014 Page 44 of 47 RFP No.: 19-012693-JJX Section 1: Vendor System Design Checklist OFFEROR: Client Footprint by Platform Specify size of footprint in KB or MB (if applicable): Desktop/Laptop: Tablet: PDA: Smart Phone: Other (specify): Client Connection Speed Specify speed in kbps or mbps: Minimum: Recommended: Client Richness Browser Based Rich Client Rich Internet (AJAX) Browsers and Versions Supported _ Internet. Explorer (specify versions): Mozilla Based (specify brand and versions): Other (specify product and versions): Presentation - Client Side i HTML _ DHTML _ XML _ XHTML i Languages VB. NET C# ActiveX Controls i Java Applets o Java JVM (specify details): JavaScript _ VBScript C++ Other (specify): ApplicationState _ Cookies: Non -Persistent Cookies Persistent Cookies Session Ids State Stored in Hidden Fields Other (specify): Web Server Location i Public Facing _ Internal Facing Web Server Operating System _ Windows _ Linux _ Unix _ Other (specify): Specify Version: Web Server Software — Apache _ Microsoft — Sun — Oracle— Other (specify): Specify Edition and Version: Rev. 1 +O7'2014 Page 45 of 47 I.a>i,.C.�ikII+)iFZ:�)KII11p3 Section 1: Vendor System Design Checklist Vend6rSyMeMbesign Checklist Responseapply Web Server - High Availability Load Balancing: _ Yes — No 64 Bit Processors: Yes No Dual Core Processors: Yes No Other (specify): Presentation – Server Side _ ASP.NET_ VB.NET _C# Languages JSP Servlets Java JVM (specify details): Server Side Includes (SSI) C++ Other (specify): Application Server Operating _ Windows _ Linux _ Unix _ Other (specify): System Specify Version: Application Server Software _ Microsoft _ IBM _ Sun _ Oracle _ BEA _ Other (specify): Specify Edition and Version.- ersion:Application ApplicationServer – High 64 Bit Processors: _ Yes _ No Availability Dual Core Processors: Yes No RAID: Yes No SAN: Yes No Mirroring: _ Yes _ No Clustering: _ Yes _ No Grid/On Demand: Yes No Other (specify): Business Rule – Application s VB. NET _C# Languages —Java (J2SE) _ Java/EJB (J2EE) JVM (specify details): C++ Other (specify): Database Server Operating _ Windows _ Linux _ Unix — Other (specify): System Specify Version: Database Server Software _ Microsoft _ IBM _ Oracle _ Other (specify): Specify Version: Rev. 1/07/2014 Page 46 of 47 RFP No.: 19-012693-JJX Section 1: Vendor System Design Checklist OFFEROR: Vendor, ResponseChecklist apply I Database Server — High 64 Bit Processors: —Yes _ No Availability Dual Core Processors: Yes No RAID: Yes No SAN: Yes No Mirroring: _ Yes — No Clustering: ____ Yes — No Grid/On Demand: Yes No Other (specify): Data Access – Connectivity _ ADO. NET _ ODBC _ OLE/DB Methods JDBC JDO DB2 Connect Other (specify): SQL Languages T/SQL v PL/SQL r Other (specify): Stored Procedures Utilization Data Access Business Rules Section 2: NC Statewide Technical Architecture – Description Requirements Section 2 is to be completed by the vendor as part of their RFP response. The information provided below is stated in the form of questions that must be answered by the vendor in their RFP response. The vendor may provide other information by category to assist in demonstrating its ability to provide the desired level of architectural consistency. 1) Scalability: a) Provide detailed diagrams with complimenting narrative describing proposed technical solution. b) Describe the largest production implementation by an existing customer that utilizes the proposed technical solution. c) Describe the testing methodology used in the development of the proposed technical solution (e.g. Performance, Load, Stress, Security, etc). d) Describe the ability of the proposed solution to scale both horizontally and vertically. e) Describe how the proposed solution can be scaled to manage pilot, rollout, and growth rate requirements. 2) Adaptability: a) Describe the overall architectural approach utilized to design the proposed solution (e.g. Service Oriented, 31N Tier, Composite Application). b) Describe how the architectural approach and the technologies used enable solution adaptability Page 47 of 47 RFP No.: 19-912693-JJX OFFEROR: c) Describe the technology roadmap for the proposed solution. d) Describe how the solution will be capable of adapting to meet changing business requirements. 3) Secureability: a) Describe how the solution can be deployed to provide layered access controls. b) Describe how the solution can be deployed to accommodate both an integrated or externalized identity access and management solution. c) Describe the ability of the proposed solution to meet federal and state regulatory requirements. 4) Availability: a) Describe the technologies and approach used to meet and/or exceed availability requirements. b) Describe an acceptable backup and recovery approach to meet and/or exceed availability requirements 5) Manageability: a) Describe the versioning and patch management process for the proposed solution. b) Describe approaches that could be implemented to provide overall performance monitoring for the proposed solution. c) Describe the Quality Assurance (QA) measures that have been taken in the design, implementation, and maintenance with respect to the proposed seiution. d) Describe the management and monitoring tools that are supported by the proposed technologies. 6) Interoperability: a) Describe the programming language(s) and development framework(s) that are utilized in the design and implementation of the proposed solution. b) Describe any open (industry and/or de facto) standards utilized to ensure interoperability of this solution within a heterogeneous environment. c) Describe the flexibility of this solution to meet future integration needs. d) Describe how the solution meets accessibility (i.e. WK and/or 508) requirements. Rev. 1,'0712014 SAFO Response People Corpuraw mi One Coplev P;1rkwoy #216, MorrisviNe, NC, 27560 Phone: 919-806-3535 Fax: 919-806-2299 Website: www.itpeoplecorp.com Jennifer Costa BID NUMBER: 19-012693-JJX Department of Public Safety NC Center for Safer Schools 3030 Hammond Business Place Raleigh, NC 27603 Dear Ms. Costa, IT People Corporation in conjunction with iThingware Inc. are proud to present this BAFO incorporating the following modifications, requested by the State: 1. Specifications: a. Phase One of the deployment will be for a pilot project consisting of Avery County- 5 schools (including 2 charters), Forsyth County- 36 schools, Lenoir County- 9 schools, and Wake County- 20 schools. This will encompass a total of 70 schools. This will be effective from a projected go live date of March 16, 2015 through June 30, 2015, subject to available funding, b. Phase Two of the deployment will be for the state as a whole which will include approximately 700 high schools and 800 middle schools. This will be effective for a four (4) year period from July 1, 2015 through June 30, 2019 subject to available funding. 2. Cost Proposal- the State requests that a Cost Proposal be submitted with a per school cost which includes all costs (including license fees, customization, training, marketing materials, application design, hosting & maintenance) associated with this project. The proposal shall contain an annual price per school for Phase One and an annual price per school for Phase Two, The Cost Proposal shall also include annual recurring costs for years 2-5. Training: We have provided two training options for Phase One. One that provides all training via webinars each of the schools and one that includes both onsite and webinars. By providing onsite training we can reduce our cost to provide training, permit a compressed implementation time line, more effectively build our train the trainer program, and address any unforeseen concerns early in the pilot. Onsite training will include 2 senior level iThingware trainers for 5 consecutive days. We are suggesting 5 days for flexibility in scheduling, reduced class size, and follow up. Following onsite sessions an online training session will be scheduled for each participating school. The purpose of the online session is to confirm each school is set up properly, address any deficiency shown in the LMS, and answer questions before go -live. Incremental additions of LEAs, such as in Phase 1B, training can be provided through two online webinar sessions in conjunction with iihingware's LMS. Either methodology is available at the State's discretion. Cost Proposal: Per School Cost includes all costs (including license fees, customization, training, marketing materials, application design, hosting, and maintenance) associated with this project. In addition iThingware will provide for presentation and production of P10 materials for the North Carolina Center for Safer Schools (NCCSS). The presentation materials to support NCCSS's public roll out of the application for school safety and will include: • Brochures in English and Spanish (samples provided), • Business card size take -one brochures. • PowerPoint presentations with the school artwork for use by educators and administrators to promote the application to families and others. 0 Promotional materials including press materials for radio, television, and newspapers will also be provided to include backgrounder's sample questions, photographs, public safety announcements, videos, high-resolution images, as well as a host of other documents proving to be effective in community outreach. We accept all specifications, terms including payment terms, and conditions of the original RI=P #19- 012693-JJX response and pricing response. No invoice will be submitted until the system has been provisioned, initial configurations for each school is complete, and training via the LMS is available to participants. BAFO Cost Summary Follows BEST AND FINAL OFFER RFP 19-012693-JJX Center for Safer Schools Mobile Device Application Phase Descnption Quantity Emit Cost Extended Cost Total The annual cost for providing this service Phase One, part a per school (this should include all licensing 70 $314 iii $21,980 00 fees, hosting application design, etc.) Customization as described in Section III (7. a. vii.) per school (school colors. 70 S 175 Go $12.25000 mascots, etc ) Marketing Materials as described in 1 $0.00 Section 111. (7 , d , vi Y Pilot - Onsite Training ( 2 instructors X 5 1 $10,000.00 $' 0 000.00 consecutive days) Webinar training per session ( 1 per 70 5200.00 $14.00000 school in addition to onsite training Maintenance and/or upgrade costs 1 $100,000 00 $101;,000 00 Subtotal Phase One $158,23000 Pnase Two The annual cost for providing this service i Statewide - approx 1500 per school (this should include all licensing 1430 $31400 $449,02000 Middle and Nigh Schocis k fees, hosting, application design, etc I Customization as described in Section III (7 a vii ) per school (school colors. 143C S 175 OC 5250 25C 0C mascots. etc ) Marketing Materials as described in 1 $0 00 Section III (7 , d , v!.) 'Nebinar training, per session ( 2 per 2860 $20000 $572.00000 school) Maintenance and/or upgrade costs. 1430 $000 S,jbtotal Phase Two $1,271270.00 Annual Recurring Costs Please list below what the annual recurring costs would be after year one for each school The recurring annual cost for providing this service per school after year one (this 1500 $314 00 $471.00000 should include all licensing fees, hosting. application design. etc Subtotal Recurring Costs $4 71 1 000 00 BEST AND FINAL OFFER RFP 19-012693-JJX Center for Safer Schools Moble Device Application ishase I Dfsr_rvwa n I Quamdy I U# -d Cm: I Eider ed Cost; Tata! Total I S f xx 500 By sl"twe 7i yt;ur response on !n -s for + , bidder agrees :q nor4r ,he prices stated abets for RZP x19 0116 3 !JX Ai l specificaticr,s, terms and cond Mons of the oris nal hid response remain the sane Vee'dc• name 4dosess d,:tnarzeC Swgnat rt= 5-gnxrvi. Tym.d/Printed Riclrwd Ricks Titre CEO w - .q. Iw!'S � AK JWorth Carolina Department of Public Safety p rrinsing and Lagistics PW %kZrw Ckovernor Frank L Pyr. SeCrerarl William Crews. commssioller Jcarre 9 Rovoin'. Acting Drecler ADDENDUM TO RFP 19-012693-JJX, BETWEEN THE NORTH CAROLINA DEPARTMENT OF PUBLIC SAFETY AND IT PEOPLE CORPORATION The aCcve RFP is rrodlfiec as failews tThe vaiiairy of the RFP Ps Hereby exterded for aCVrCK rr•3,ely nrrety 1901 days tC begir Decefter 9, 20 14 and end Liar& 9. 2015. 2 The RFP pr-cirig is hereby exterded for approxxna;eil n,rety (90,1 Gays to Gegir Cecer"lber 9. 201,4 and end March 9 2015 Ail rtt'er prw%iSior'S of the ;Fi=g, rCtL6ng ary arc att aCderrda. re-asn or effect With no Charges ACCEPTED AND AGREED TD. IT Peopte Corporation BY: (Title) r t Com' DATE SIGNED: jr�, 7/) �Xp C+� S MAWNG AODRESS. 39;30 Hamrnp-d 3L,&ruw Pkacu 4,22' Maio 3e—.e Cease* Aaegn. NC 27,599-422' 4vv OFFICE LOCATION: 3030 iverrenore Busaless "ace RawCh "rC 2-60-3666 'memwe 9191743-81- Fjr x919.-7 X3'31 Bid# 19-012493-JJX NC Center for Safer Schools I by IT People Corporation Page 1 of 4 COSTPROPOSAL BID NUMBER: 19-012693-JJX For: NC Center for Safer Schools Prepared and Submitted by: IT People Corporation Descry tion Cost a) The monthly cost for providing this service shall be broken down per the following (average over life of agreement, statewide cost allocated to each category) I. Student Qty: 780.139 $ 00436 ii School Qty: 1500 $ 2269 $ 296 iii LEA Qty: 115 $ 34,038 iv. Statewide basis b) Customization as described in Section 111. (7. a vii) per school (school colors, mascots, etc.). Estimate - 9, 500 Schools) $ 175 c) Marketing Materials as described in Section 111 (7., d., vi.) - included in Customization $ d) On -Site training including training materials (travel and lodging expenses to be reimbursed at State rates. See Section Vll. General Terms and Conditions, 6) Estimate - 6 days) $ 12,750 e) Webinar training, per session ( Estimate - 3, 000 sessions $ 200 Maintenance andlor upgrade costs. $ - Total Cost for A-F(monthly averse $ 47,931 Bid# 19-0126:93-JJX NC Center for Safer Schools I by IT People Corporation Page 2 of 4 DESCRIPTIONS TERMS AND TIMELINE Deliverable Amount Terms Application Design_____..._._-_- $ 100,446 N30 Upon delivery Onsite Training - Train the Trainer( per day ) $ 2,125 N30 Upon delivery Training Online - Webinar/ Instructor Led ( per session ) $ 200 N30 Upon delivery Licensing Annual - Ali Middle Schools Statewide $ 146,000 N30 Upon Application Delivery -------------------------------------------------------------------------------------------------------------------------- ... .......----............ Licensing Annual - All High Schools Statewide $ 146,000 N30 Upon Application Delivery Licensing 60 months - High School ( 5% discount option)$ 693,500 N30 Upon Application Deliver Licensing 60 months - Middle School ( 5°/0 discount option) $ 693,500 N30 Upon Application Delivery Branding (per School) $ 175 N30 Upon delivery PIO Statewide (promotions and press relations) - Monthly High School (1) $ 3,194 N30 Monthly PIO Statewide (promotions and press relations) - Monthly Middle School (1)$ 3,651 N30 Monthly Hosting & Maintenance All Middle Schools Statewide - Monthly $ 3,785 N30 Monthly Hosting & Maintenance All High Schools Statewide - Monthly $ 4,326 N30 Monthly Anticipated Statewide Implementation Time Line_ Server provisioning and activation 22.30 Days from receipt of PO Statewide Go Live 180-210 Days following server activation Bid# 19-012693-JJX NC Center for Safer Schools I by IT People Corporation Page 3 of 4 (1) Public Information Office iThingware will provide for presentation and production of PICT materials for the North Carolina Center For Safer Schools (NCCSS), This is an integral and essential part of the strategy to reach parents educators and associated community members. iThingware has a background as an advertising agency for over 15 years on the national stage with customers as diverse as Home Depot, the United States Postal Service, Bristol-Myers Squibb, Fox television and others. The presentation materials to support NCCSS's public roll out of the application for school safety and will include: • Brochures in English and Spanish (samples provided). • Business card size take -one brochures. • PowerPoint presentations with the school artwork for use by educators and administrators to promote the application to families and others. Promotional materials including press materials for radio, television, and newspapers will also be provided to include backgrounder's sample questions, photographs, public safety announcements, videos, high-resolution images, as well as a host of other documents proving to be effective in community outreach. iThingware In the News and Video You UW right, s remcm Btk r N is a trona vAt, serous oareegU&11c8116 $ you., now oaunn� frame 4p In the News. CNN / HLN iWatch review http:/Iwww.ithingware.com/5 32 . p h p Fox news report in Dallas http://www.ithinclware.com/513.ghp How we increased awareness and participation with our invitation engine. http:/Iwww.ithinQware.com/495.i3hp Bide 19-012693-JJX NC Center for Safer Schools I by IT People Corporation Our commitment to schools is well known, and very powerful. Atlanta: http://www. ithingware.corn1508.php IbU I Houston http:ZZwww.ithfngware.cpfn/510.php Match in Schools — Harris County � Page 4of4 hr.t�L�vww.iwatchharriscounty.com/home.php. 1d=1e52 If - PSAs For Dallas PSA h[tp /,k /507 h2 wNw.ithing rvare.Cc7m Harris County PSA I htt w',&vx ithingware.corn/505 php This PSA was produced to play as a movie trailer in theaters. http /Iwww.ithingw3re.cUm/53 Lphp vicious, send an ancmovs me lip iT'l, your smartpfwane. -`". ,. crit e App, �r�s. Letter of Transmittal TCC'erporstion ouple raAI,g T it a ArSbW 4arf r:-.�sli,f,�r,6.iti,:. UrrN ('o lr-y Airkw•,,i.t #_ 16 Morrrsvillo, AC, 2 ,560 Phone! 919 6{7G 35;i:i Sash Estridge Sales Director — IT Services Jennifer Costa BID NnIBER.' 19 -012693 -J -A Department of Public! Safety NC Center for Stafer Schools 3030 Hammond Business Place Ralei h, NC 27603 Dear 1tLi. Costa, Fax 919.806-21399 Fm:ii]' 5a:n.Estridgt ,�itpeoplecurp.cum Wehmte www.Ltpeaplpcorp.com Ploa.-;v find erielosed IT People Corpovation's respon.4e and proposal for the NC Center for Safer Schools request for proposal, bid number 19-012693-JtIX. We have received any and all amendments to this RFP. Please contact me directly for any clarification. Sans Estridge Sales Director — IT Services iT People Corporation Telephone: (919) 806-353.5 Fax' (9 19) 806-2`j99 S�{ na. Etrir+�,�r; i �,pe;gyp Erre�E•p.ct_,tYa For contract negotiation or corporate authorization please contact: Sridevi Nfunuduri President iT People Corporation Telephone: (919) 806-3.33: Fax: (919) SOG-2299 S r1L'1 toeople 4ory.com Sincerely, Sash Estridge Enclosure: Response to Bid# 19-012693-JJX Pg. 1 Signature of Designated Official Dato STATE OF NORTH CAROLINA Department of Public Safety Purchasing and Logistics Office REQUEST FOR PROPOSAL NO. 19-012693-JJX Bids will be publicly opened: 2:00pm, June 2. 2014 Contract Type: Open Market Refer ALL Inquiries to: Jennifer Costa Teiephcne No. 919, 324-6450 Date lssued� May 2. 2014 Commodity Number: 208 Commodity: Mobile Device Application E -Mail: Jennifer. Costa@ncdps.gov Using Agency Name: NC Center for Safer Schools (See page 2 for delivery instructions) Agency Requisition No. RQ17263863 OFFER AND ACCEPTANCE: This solicitation advertises the State's needs for the services andior goods described here,r. TI -e State seeks proposals comprising competitive bids offering to sell the services andior goods described in this solicitation. All pr000sals and responses received shall be treated as offers to contract. The States acceptance of a iy proposal must be demonstrated by execution of the acceptance found below, and any subsecuert Request for Best and Firal Offer, if issued. Acceptance shall create a contract having an order of precedence among terms as follows: Special terms and conditions specific to this RFP, Specifications Df the soiicitaticr documents. except as amended, the North Carolina Information Technology Procurement Office General Terms and Conditions for Goods and Related Services, the North Carolina Office of Information Technology Suciplemertal Terms and Conditiors for Software and Serrices if any. Best and Finad Offers, if any and the a-,rvarded Vendors proposal. EXECUTION:. In compliance with this Request for Proposal, and subject to ail the conditions herein. the undersigned offers and agrees to furnish any or all services or goods upon which prices are bid, at the paces) offered herein, within the time specified herein. By executing this bid. I certify that this bid is submitted competitively and wW-out collusion. Failure to execute/sign bid prior to submittal shall render bid invalid. Late bids are not acceptable. BiCCER IT Peooie Corporation STREET A�.CRESS P.o- Box_ Zia: One Cooley Place #216 CITY & STArE 3 Z°P: TELEPHONE NUMBER: 70LL FREE TEL NO Morrisville. NC 27560 (919) 806-3535 PRINT NAME 3 TILE OF'ERSCN SIGNING FAX NUMBER: Sridevi Munuduri, President (919) 806-2299 AL -1- F I DATE E-MAIL: 27S 6/10!2014 Sri@itpeoplecorp.com Offer valid for ninety (90) days from date of Abid opening unless otherwise stated here: days ACCEPTANCE OF BID: If ary or all parts of this bid are accepted. an authorized representative of _ shall affix their signature hereto and this document and the provisions of the special terms and conditions specific to this Request for Procosal, the specifications, and the State's General Terms and Conditions shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful Vendors). FOR DPS USE ONLY C}ffh ecr ed and Yntrac., day of (, 201_�?as indicated on attac."ed certification - (A uthorized epresertative of DPS; Page 2 of 47 RFP No.: 19-012893-JJX OFFEROR: IT People Corporation DELIVERY INSTRUCTIONS: Vendor must deliver one (1) signed original and five (5) copies of the Proposal to Issuing Agency in a sealed package with Company Name and RFP Number cieady marked on the front, Vendor must return all the pages of this solicitation in their response. Vendor must also submit one (1) signed, _executed electronic copy of its proposal on USB Flash Drive or read-only CD/DVD(s) The files should not be password -protected, should be searchable and should be capable of being copied to other media Address envelope and insert bid number as shown below. Please note that the US Postal Service does not deliver any mail (US Postal Express, Certified, Priority, Overnight, etc ) on a set delivery schedule to this Office. It is the responsibility of the Vendor to have the bid in this Office by the specified time and date of opening. DELIVER TO: BID NUMBER. 19-012693-JJX Department of Public Safety Purchasing & Logistics Office 3030 Hammond Business Place Raleigh. NC 27603 Sealed bids, subject to the conditions made a part hereof, will be received at 3030 Hammond Business Place Raleigh, NC untrl 2.00pm Eastern Standard Time on the day of opening and then opened, for furnishing and delivering the commodity as described herein. Proposals for this RFP must be submitted in a sealed package with the Execution of Proposal signed and dated by an official authorized to bind the Vendor's firm. Failure to return a signed execution of proposal shall result in disqualification. All proposals must comply with Section VI, Proposal Content and Organization. Proposals will not be accepted by electronic means. This RFP is available electronically at https�/'www ips.stal,e-nc.us/it)s,. All inquiries regarding the RFP requirements are to be addressed to the contact person listed on Page One, DIGITAL IMAGING: The State will digitize the Vendor's response if not received electronically, and any awarded contract together with associated contract documents. This electronic copy shall be a preservation record, and serve as the official record of this solicitation with the same force and effect as the original written documents comprising such record. Any printout or other output readable by sight shown to reflect such record accurately is an "original." Mandatory Pre -Bid Conference: There will be a mandatory Pre -Bid Conference held on Wednesday, May 14, 2014 at 2:00pm Eastern Standard Time in the Old Purchasing Conference Room, Room PR46 at 2020 Yonkers Road, Raleigh, NC 27604. For easy access, please enter through Door #3. Vendors wishing to submit a bid must attend this conference.. Proposal will only be accepted and considered from Vendors that attend this mandatory conference. Written questions concerning this RFP will be received until May 16, 2014 at 5:00 pm Eastern Standard Time They must be sent via e-mail toy Jennifer CostaCancdos gov. Please insert "Questions 19-012693-JJX" as the subject for the email. Questions received prior to the Mandatory Pre -Bid Conference will be answered at the Conference. Rev t072014 North Carolina Department of Public Safety Purchaving and Logistics Pat McCrory. Governor Frank L. Perry, Secretary September 10, 2014 Sridevi Munuduri, President iT People Corporation Re. RFP 19 012693•JJX - Mobile Device Applica:ion - Best and Final Offer Dear Mr, Munuduri, Drew Harbtnson, Director The State requests a Hest and Final Offer (BAFO) frim iT People Corporation with the following modifications: 1- Specifications a- Phase One of the deployment will be for a pilot project consisting of all High Schools and Middle Schools in Avery, Durham and Wake Counties. This will encompass a total of 83 schools. This will be effective from a projected go live date of November 1, 2014 through June 30, 2015, subject to available funding. b As funds become available, the stats reserves the right to add additional counties and schools to the pilot project at the same per school cost for Phase One. c. Phase Two of the deployment will be for the stave as a whole which will include approximately 700 high schcois and 800 middle schools. This will be effective for a four (4) year period from July 1, 2015 through June 30, 2019 subject to available funding 2. Cost Proposal- the State requests that a Cost Proposal be submitted with a per school cost whim Includes all costs (including license fees, customization, training, marketing materials application design, hosting & maintenance) associated with this project. The proposal shall contain an annual price per school for Phase One and an annual price per school for Phase Two. The Cost Proposal shall also include annual recurring costs for years 2-5. Attached is a BAFO Cost Summary that shall be completed, signed and returned via mail by September 17, 2014. In order to speed up the process, you may also scan and email the BAFO Cost Summary. but an original must be mailed. This BAFO is subject to the original terms and conditions set forth in RFP # 19-012693-JJX. Please let me know if you have any questions. Sincerely, Jennifer Costa Purchasing Agent Attachments MAILING AOORESS: 3G30 Har unorid Business Place 4227.Mail Service Center Raleigh, NC 27699.4227 www ncdps.gov An Equa! Opporluritty employer OFFICE LOCATION: 3030 Hammord BLsiress Place Raleigh, NC 2?603-3666 Telephone (913 1 743-8141 Fax: (919) 715-3731 BEST AND FINAL OFFER RFP 19-012693-JJX Center for Safer Schools Mobile Device Application i Ph4a1 i F Ll.PcrrltaM Chantry U" ""I E.Iemlmd Cwt rot" The m4%W : t'or Dmv, mp'hn % r " 1J p.rt d par KhO IMI should :rIckae as 4 wnq a1 },174 10 IN.062 00 Iles, Mltasg al3We s"W design, Me �. 4! Jrlcnb.d •n Seceon ill �Cwsorsliahm I(T A of - Dw aeryod 'bww IDIOM m 1175 X (•4.525.00 1 �AAW%.hng M.wW! mJes[+.+h.d n SecW. 53 ja $0 OID III 17 d_ra1 ISO Plot - Qnw T.knurg (2 •ntnrcW% •r i I Sig IV 310;000 00 'Cnns.s%m" lays ? .0p0 I W.om4r +rarnenq pus s.tvon p8 1200;70 11e00 illi Maene.nuca Amiom waw wssu ; z 3' 00 me 170 1100 000 00 Awtc~ 3"'an and :mplema 11num 1 i sum"I PISS" "�m, pail a 1+07, 11100 ' The N1nwi msr'ar prmnDinq •.his s.rwu j phase Joys pVr b oer wAoal ,,thm 5Jlould -ndude ag xIIIow g S 1154 00 53s4 00 ta.a 'roslinN. appacabw tlesrgn, ft: Cuaaan¢asmn as laeonbW n SDI •11 f f7 P ax 3 p.r tZnDpl Wt" more. t '.i -'S 30 1'75 g0 'm&$WIa_ !IC Meaaaleng Sset.rsale w AIIIwb@d a 4.Ctpn 1 $000 e j EWaanar •rwnong, pw ae.PrOri 2 {200.70 1400.00 MatnMnanoe ar'wor Wgmm aaets I ;30 30 8030 3YDtdtal 3R.ase "3na„ peri b.'. {flhS ?UI jj -rual 'zal toe pmvV d g hsNNIC1 I It%. Pnasa Txtr p.r I&I'm ''-MIS ahotrld nowo 44Ie f;mq 1400 11314 '10 $432 000 30 (Ms hoattng AJtpfiGo + d.Pnv AC I Gus10m.i4trun as 16-4 c •n .s6 "— 11 i7 a rrt . a+r sr'. ei 2r 9 �W- F4m {' 75')Q 3244 {)00 30 I m • 1s Mc M.�aavq Malonate as 00s bw:n secu m rQp woo L it i" d ii l I Wat'nar II per II—.- I 2JiX iIm x (600 am 00 NawrS.nm�w •veduf uP4'ed. �aYa '4731] �I! 10 00 9uotnlai ahaae rwn lr 244 t3s10DO: i e leum 13ac "q :.pals Plea" est narar m -ha Annwl �ersrm" ms &I ba slier y.ar :tit. Fer e*0 *1 [ 1 i=h. an,ruat .%use rur prw�ctkrN Ihra srv�rl i'ar sCnoo3 ,t8�a anould rsUudr ,al �o.na<ng' t50013aes,70 147+,OOp 0l3 �~"' hpsnng 40PIAu n9el-gn 41 I li .$ubWAI Rec MAil Asn $47s 000 00 Tout {1 MAT6 00 8Y sylnatnrt et Yorir r.aponse qn ihra (arm, 7rdder a;rhes Io ionnr Ili. ares staled above <b< iFP i14-0Y2h93-JJ%. AJi wecifkatldns„ terms III con0mm nf"he originyl Intl respnnse ^emein the same vorwor Same Address. Auth—red Srgnsture il`naturp TYP&djPeIn1W ntle NCCFSS Phase I - Invoicing Guide Part I POst NC10208121 ( invoice upon completion of server provisioning, configuration, LMS access, and confirmation - Total Excepted E -Procurement Fee 1.75% $ 134,230.00 $ 80,538.00 5 2,349.03 Part Il POtt NC10208121 ( Invoice upon delivery - Estimated Completion 8/19/2015 ) If ITQW is required to provide Estimated Completion 5/4 - 5/8 ) Invoice to State Invoice from ITQW to State Invoice from ITQW Net 30 Net 10 upon receipt. Item Description {Qtr Unit Ext Amount 1 Center for Safer Schoois APP. Annual cost ... 70 314 S 21,980.00 S 13,188.00 2 Customization per school to include school ... 70 175 $ 12,250.00 $ 7,350.00 5 Maintenance and/or upgrade costs 100000 1 $ 100,000.00 $ 60,000.00 Total Excepted E -Procurement Fee 1.75% $ 134,230.00 $ 80,538.00 5 2,349.03 Part Il POtt NC10208121 ( Invoice upon delivery - Estimated Completion 8/19/2015 ) If ITQW is required to provide Notes: Invoices in quadruplicate must be mailed on the date of shipment to the INVOICE TO address irdicated on the face of this purchase order. Invoices must include the INVOICE TO name and address, the PURCHASE ORDER number (NC10208121), terms of payment (N30), and routing (Deliver to Lisa K Partin), Attacha delivery receipt signed by either Kym Martin or Lisa Partin to invoice. Expected webinars are $200 x 70 schools = $14,000 ( retain PO format on invoice ) Ship To: Deliver To, Lisa K. Partin 203 DJJ-COMMUNITY PROGRAMS NC DEPARTMENT OF PUBLIC SAFi_TY 3010 HAMMOND BUSINESS PLACE RALEIGH, NC 27603 Bill To: 19PT NCDPS Accounts Payable MSC 4220 2020 Yonkers Road Raleigh, NC 27603 webinar training a 40% discount will be applied and invoiced to IT People. Invoice to State Invoice from ITQW Net 30 Net 10 upon receipt. Item Description oty Ur,± Ext Amount 3 Onsite training, 2 instructors for five days 10000 1 S 10,000.00 $ 7,50000 4 Webinar trainir.g, 1 session per school in ... 9000 1 5 9,000.00 5 6 Webinar training, 1 session per school in .,. 5000 1 5 5,000.00 $ Total 4 24,000 00 5 7,500.00 Excepted E -Procurement Fee 1.75% 5 420.00 PO Total S 158.230.00 Notes: Invoices in quadruplicate must be mailed on the date of shipment to the INVOICE TO address irdicated on the face of this purchase order. Invoices must include the INVOICE TO name and address, the PURCHASE ORDER number (NC10208121), terms of payment (N30), and routing (Deliver to Lisa K Partin), Attacha delivery receipt signed by either Kym Martin or Lisa Partin to invoice. Expected webinars are $200 x 70 schools = $14,000 ( retain PO format on invoice ) Ship To: Deliver To, Lisa K. Partin 203 DJJ-COMMUNITY PROGRAMS NC DEPARTMENT OF PUBLIC SAFi_TY 3010 HAMMOND BUSINESS PLACE RALEIGH, NC 27603 Bill To: 19PT NCDPS Accounts Payable MSC 4220 2020 Yonkers Road Raleigh, NC 27603 PAGE 1 of 1 Service Request# 20176798593 SECRETARY of STATE 01VISION OF CORPORATIONS P.O, BOX 898 COVEii, OF-LAWARE 19903 9734871 10-26-2017 THE LOEV LAW FIRM, PC 6300 WEST LOOP SOUTH, SUITE 280 BELLIARE, TX 77401 ATTN: JOHNS. GILL IES DESCRIPTION 4455187 - 2ETEKY, INC. 0240Y Amendment Name Amendment Fee $30.00 Receiving/Indexing $115.00 Surcharge Assessment -New Castle County $6.00 Page Assessment -New Castle County $18.00 Data Entry Fee $5.00 Court Municipality Fee, Wilm. $"20.00 Expedite Fee, 24 Hour $100.00 TOTAL CHARGES .$294.00 TOTAL PAYMENTS $294.00 BALANCE $0.00 STATE OF DELAWARE CERTIFICATE.iDF AMENDMENT OF CERTIFICATE OF, INCORPORATION Skate of Delaware Sm-elary of Stale DIVWon of Corporillons Delh,ertd 11:54A1I10r26VII FRED 11:54 Vq 101,16/2011 SR 20176798693 - FlIeNumber 4455187 The cofporation organized and existing under and by viftwe of the General Corporotion Law of the State df D;�Iaviare does here -by certify: PRST. That at aL M.eatjl'�'q Of the Board of 0reCtOrS of C'O$eyVa-GCh Tect , mologics, Inc, resolutions, were duff appro-ving an amendmer,,,t. of the Certificate of Incorporation of said torpwxlion, dedaring sad. amendment, The resolution setting fadh ameridment Is as follows-,. RESOLV513, that the CedlffcVte of 1000rporation of this corporation be. "8nded by changing the t(st senlerlc6 ctf.the Artict& thereof nunmbired "ON.E" so that The fiat sentonce of sald AdIcle Oata W and read 2'Slokws; "The name of this company Is Zeto€ ,y, Inc," SMONOThat said amendmi4nt was,duly adopted inacccirda.ncev(th the Prow x-kons-of§�cko—mZQof theriaral C-O�Rqmfioq-Liwof the Staff 'of De-laware., and specif,'.-calflySctia242L1qf.thejqneral.. CorPora ior'.aw whi&h'provides tPall., no meefing or vote of stockholders'Is required to Adopt an amendment .that cmte name, 01 z -, f, oo' off—cls only cha s to �i De6aware carporams Corp 1,#t he uqdomingned, �-s thie Secretar/ of Vlle CQrporation, halie signed V -lis Ceriilficae ofkrnendment to Cartifeate of Incorporation on Odtober-23, �2017 John t rl To: Delaware SCIS Page 3 of 3 2015-10-14 19:01:33 (GIG j 12147222434 From: Kit Chamoers Siace or Delaware Seemum or stew Dieisin of Corporaaons Ddi;erW 0>;36 PI[ 101140h MED 0x36 MI 10.14?015 SR 201505(19719 - File\uurher 445518 STATE -.O.F D FLAWAR,,.E CERTIFICATE OF- AME?DINIEN T OF C RTHIC ATE OF 'INCORPORATION h0 60 poe.46 '1 Or -luiz d :A11d s.,tlstin- uoa La;v of the Skate of De' I-ai- ­crvs 3>ercbs FI RST, T' az at Meeiin cit ,h` 33a °d ot'Diz ct rs of re Jutif r-s x�°er4 d:�f;° dd�pl� yep* np f)rth '. pr eseseed arr�erldrn t., OF the C� rt �i�ate OT iY .`(`r l�1:iC.i1:.Q said CUs rii�iCsrt derla, n Sa:d arileiidni ilt t+? aad Callin- .a rnew:iljof the -s d&—holA.-ra, of said. c )Jpol•s+icil n.0 s� ,ais r .Er`iz n,` The re cBuCon seiiir, 'forth .ihe sr:�p sed ani�drnes�� is . . �w - .. - :. RF�(?i,��}; d�ai she �ert•1T1e:�e �f incU��C:�tic�R eF.�>:s vurax+raci�r. l� arerkiie�i ... - - . by cin&-,'the _ bzt :e tber-co`'nuax�+ercd `= FIRST se Ihat. a: amonut*d. sa: a article shall,be.aud, =6 as foljo Vie_ t1ASrF:R SERVICES AGRFEME'll' THI', M FIs'. ER SE:R1 K ry NvRF,E\111-'.\;T t'Iti, "A;;reenimil K catered Hw% erlloic a, of _(1 !'.!i Ef c nic Ovir-iI l•'n .inti httliaen I r Feople (orporatlt+r".. a \,'tall t..lr!'! --IA pr:Floo.il .Yr'-�c, I,'llud .1t Mile cvoe� P3ri,ua.. Suite `Ib, 41•�n-,nllle V'rth t A; '..l ITP( J. 3iJ Mmngti tare. a Inc€uvore or Teras Corpt,,r:it on with if, prig, pul %0 :,; 'Ac", 'x » C -'Ciber:O Ek. { ?,IUM PUS tlTQ%-1. Exit of ITPC and I fOkk rnat tai' f,ctel-ed W 'Crew Ind .,';' i,. a -Parts and :.rile°:!+tel} as. the -1'artlrr B#CKGROL Nib 1 ITOA ':-c 43 oc„ of pro, d,nc uta,)rtnatioti crn i 3iti ..'4 I I �:",11 a. Id 11 Il- J'� I PiI-Nuam tL+ ., .. -*•r• . r'. .� • .. �a- ..ter.:rim � .>r I IPC i r .Fr put-�..,�; `r ailrir+;lt.l.ls I+,.uw• 1 r_rr,:. _ I, c. ,"rt i•1, ..I :!t r�rr .", lydi,rrihu(,1r%- von,l.lp 11elti,_ n II'Q%X arJ II Pr. t C 70. a :ree'nm: , prffo, w I, tr+ fa` Wxk: mid pAem the dOneD of seiwr, arf.; �4'•: f'l ••,'.•_., pf':pi.;wd Icon; I!, ITPC aqd ITQA to be Zliw of NIP Iciid 'vieri in re,von-L I,, I'}.l'l' 14 t , .l'sd-L'Cnw"t ii+.l:rp my, .7 O bind, NO € N. and I €QA to M! 111. •I'• e? Ml.f+nw, .'•,',="j t_,!itc Sr.atc 0 %n !izo" RIF Propo. ! Re p,r,c. RFP J-111 f' fta, O icr it d Regocit (,jr > GRIF.ENIENT '�trliC" )uii`c_' 4' 'IX And onrditiclis se, f,artb hctva, di.rm-g tllc Tern Ia, �. I1'Pc, hcrch•. .'d:f,e, ITUA. aa.! ITIS« hertbl a;rers th, be enggetl.�tt, perfonni tl:,' ,?tree' On I„`, -Y 1, pi rt -ri,,A In Vw L nacd Siart, of Vierra %% ark Pr�lcesa - Stnrernent of %N nrk L %-:e^• .t, ,C'o'y °.t`,:r I. pr,,n tdr a:_L on ken IIC v sC). dd"crabkv ands her. is fertl, 4 n n Qed In the RIF P ! 4" _ -; A ,: "rsit. RFP IJ-Q?-'fA;-J Y Brit ant; F,tia' and Revco rear P-ofo l RT P I'; -ti _'1•I'.JI . 1%:E, ntr Tr_tf t i11L ilJ alfa a!€t e ,:Isi led a, a ;c e -..c til he pro% idc'IJ bn IT Q 'A I I PC to Ill pr: ide 41.1?.4 •m it ,��r:,tl!�C•f per'+"r ncl jod ,t cliirar ien we, ' • Arta%We rh;, ,el, lie and dc!It Crahlr k1l k-?' tri -4e"5 ',kill illi si%Hx mmpWw vi (R {SEL tram dw trainer pryum. I TQM 11 t;l 111,`1 i6fC tl°$Ii1C1 7 d�' C" G' t"c'Tbitl4,lait Le l'^IrT,.+, Anagerite ti S• ite+n [ll i['.aln c.r "ec![ttSll j[Tai CIIICf Slefllndr Irailllnr: i,+ Incl rfarkI"`ays It IF''( li unahie t,- pro ldr suniawnt re;rl:kr,:ts, ITQ1i mal at rte stile d.st:rttivr t';,e or!`er or 4didifiolia! lrv+lIoL rK'n'4r.t:i ITQ%% %%dI d„tit 4ttlh k:,.v n1'natiun til %%cl~tow lralnl'1: c-114-rlt:nit of prI.1ject rff)avj4e!I1Cnt Pay merit, I Tr;ll4 udi inn,•r,e I1'PC Ar +t5 items ; untie- Ilii, a mm"em, JTPC uOl MWIce clid uni Gr Al itcr'i!q u Ar, tl•i. a,rretrimu and cVj I rQ& unless .hems A a=reA in %triong by bruit parties H A nor or Starr of yl* Pkulcnia tmdel Ihm agtmcm nt it Ill bt dlrk::z d to a halk account undot the nanie c+ IT Pt;,"ni: C *r*,l:+ u -i H N: %H1 pro We €TQ% tier► on, aaam in all Smu of \C. pay meats under this a Tens, I TPC %W whirtt pdtmeni to ITQ\1 a it'lln 1,111 days of reccipi and ad,.;>e ITQk\ of ann .Wj%a In ru.espt r pa�mcnt from 111e %laic )r cucurl,;yrt%;e, he-,ond ns comrol Mier dcdLtc1I w k41a.\c> ?riN cl ihlppmu.. ct)namiision, or cost of mVrWtOr lad triming incurred ht dch%crim'z part,.. I IQ ►III st"lei♦ a11d Ilcliliing C\411 1e Ll Illi{ aLLrt'tllew b-, 4130'� U1 etid uwr char_.e-, ka ci,7att:d pri%m%._- d1iC0UC1i5. 3114 inif.: to quar Stics (l)r rhii a_rreirrint arc prt)t lded he!om - =`M :A- :. BAST AND FINA: OF: -ER i 3'4 i i RFP 19-012693-J„X 41l q'va!? Center for Safe S.:hav s Mcdlle Device Apollcat:cr a',e,!r T2-- AG4 si tfQuci '!"isr I 'Dms4, vl:x. f }t.Y.,IV quos ] Ecto-mc C -mi testi is Vwuad" - - a :31.,1.41 :.54' Dr vlorl-g ._.S Se oce 1 .ze INV ic". »f VI -C fe: i }' -,w5 :+1' 3 7C?' j j i? Y.� j � C!!°s. � *”x,Ef, � act :�[Yf 12 �. iAwrxdn� 1Ae!e�+Ns b Xs^.. oe^ ^ 1� iu p c: y "a •H '-a f—. _ ^+r�_. �s X5 % SEC '.: Y's plc .,. _ Ls', _.. :�•�,.Y ! ._-__..-.._ AW a x Nm 4r • Err. 7 1 . h4SI^+V4r74 1"S Y ..C:JPd7c 1,4 Sra^-Ax OnAse Wit. Wrl S i 1 =`M :A- :. I.GI!'6-.'Kj 'R'93 iCC �:i'. I i 3'4 i i �„4- ;,,alv'•ta! s it 5esc•be<: ^ Se+:.:'- is Vwuad" - 5 1 1 . h4SI^+V4r74 1"S Y ..C:JPd7c 1,4 Sra^-Ax OnAse Wit. Wrl S i 1 '� iln l'a1411.r1it 11 it Oil ; t,',l, if wWg be I um. DLII Part,. ;Bali. I 14' Tl aJ FI'.-' Wt A ., •n ideritial Inform watt fi-r ant '. r IIIc; p rt,_Y`atJ1'cC i! ti; '^ �_.tr.,'•. 'r,!,_- III , and Iif, protect the mhetp:11.11 , C.-411it"ent�,11 t',9.'r111•I1ri`i '.t {V ti'C ia"'W JL.; _. _ I I pra3tect th .?tcll i o"*Ifleltrlat I'hul i+1 ,t ,..I.t n,' le,, 0,ar a re.tr. degree ofzarci to grc:,vt the Unjwi).lr,md_ ncg---ligv15t. t+r r,l, ti �f•t 1: ,ie. Lt ,� [.,,ul. , s' ',.,+�r If erc•.,( ror purrows heret,f. "Cnofidrndal fururtnation . 'IlaII Meatl 3 ”. d!',t ,1'1 'L&1"'') t I _ .,.0 pmprictarn or not pu►bhcl t 3tdila'llc irtft'vnj:.t)n ;iclo,.od on he -1 1.7 '.jr rea onal4i� hotild be .o be konfiL:Cmia! or ,^,f'?I.'rlr:tdt`• III ``vl-1 X11 IIIc' , tch J;sa:lo,tlrc or pl )Oiltttl or the n:1t.i1:; jf Ee'1c Inf,.r-invion oot c141'.t.f lit "'.11 ri .r 11A include jt:t trillorn,it on ccll!`h' f %I %,Ji I.i1.tt,0 t.} Illi; Ivor % 1'9 Pan, 1)C civ °,i.,. ' itiforiir1! �., 1, t.?. or obtained bt, iU,:ll rC'.:`Girry; Parts. 3t c%jVwcj by yl:`'+ ruck ing pirr. pri•'r it rmen rrow'j" (n) 1, or 11fer bect`nle; pllhfi ".1 r,ia•it fl thr'i'Le;t l oo it' act :ki cithcr par, i c I C 1 is ra ccA ed "Scut wrklion l5 ith rc}ptct tO uw Lir dii�io'Uri b1 WC TWO" ln? POnj Am, a Bird Part, f..4t be -.aL:h rt .t t, t15_ p3rr4 to be :Il: i(ltiieci tit' a7 ,:{':'„rwirr” "III the 01110' P31) aqd aAbout %whion of applieanle I= It s Part\ I% n l a '�J h'• tr','t .Ir Wer rC:jUN. eni of 3 :.SUr, claret t4lkr[r3C11C jgencL_ or mhtr ge,%a Slmental N'&a or aj ^)ilti3a'iC I)+:` 'C'' CIISJOSt t` -e OZI,cl Par.", '3 C.onti2vitia' I'if; rm. ation it Ina% :oinplt %%ah �ta,ll rc.lufrement pr.,, !�;,I Vix- Irl -jach c%e°]t. iuL:h Part pnnldc�,, the dinclosinz Pala tiith prompt %%ritten no! to of iuch refit r:d d:i4(.,[ve, ';` tnc rvent permitted under appf,eahte la\% and reawnan a J+jI:tart�a: in ,7hixrt!.i_ .ul 3ppropr,a1c inallttt:t;tif, ,at Protect11e c,rder. l port the earlier to occur o a Par; s rque3t or il-x a\k,iratltlll ,-it.'enrina l.,in of"hi k'.rtenietlt. each PaM tiha!l retLITlt or dcitr,. ai bs flit 011M Pa 1. all of Blich ath r Pam's Cow-Jential Inforrrlation. Term & 'i'+crrt ination I Tne In ilial tern of rhi- kgceiii nr tt iil :ofrMt1tct: oil thi: EtYec'1t.Te Date % I k .1; ; _I,' •i I tl'li.'ti earlier terlll:[lai Y as Prot Wed herein (,:nIwejnet%. Ilse 'ittilud 1 erm I alt 1^t tl1 'r P"a t.. ti,t trrininattion r it-:, I;rcefnew or the c\i)irnion Of talc Initial Txii. IIIc Purtftr, �OaR sC^xs S^.s s"'©..:: 'C ..! i 3.1 i �',- I - Iles } CasCG"^2 riix aK "V:1 shr " i.ct: ar -..� •sir I . CII .. .1 �: 3M }CSG: s :"a.l _ -M 1.G; 5 i :aS rX � I t 1Vl,a,rr'*a,^ g W 39SS'a •! .a.34' a i..'':la Phase �- �----'- 44w 5' .#^•=n MW •r» 3-_R IK -1r; v.34'S v:. I C NA i':' eelf ark • #e_.. C..... � _ sew,rx ,Rw W,40, ;hi !].orf ri I: :'i i 1 1. ^,� Xx.„r Jr' IiGK'1+r6'J W -ft y ' `�- ON ti. '� iln l'a1411.r1it 11 it Oil ; t,',l, if wWg be I um. DLII Part,. ;Bali. I 14' Tl aJ FI'.-' Wt A ., •n ideritial Inform watt fi-r ant '. r IIIc; p rt,_Y`atJ1'cC i! ti; '^ �_.tr.,'•. 'r,!,_- III , and Iif, protect the mhetp:11.11 , C.-411it"ent�,11 t',9.'r111•I1ri`i '.t {V ti'C ia"'W JL.; _. _ I I pra3tect th .?tcll i o"*Ifleltrlat I'hul i+1 ,t ,..I.t n,' le,, 0,ar a re.tr. degree ofzarci to grc:,vt the Unjwi).lr,md_ ncg---ligv15t. t+r r,l, ti �f•t 1: ,ie. Lt ,� [.,,ul. , s' ',.,+�r If erc•.,( ror purrows heret,f. "Cnofidrndal fururtnation . 'IlaII Meatl 3 ”. d!',t ,1'1 'L&1"'') t I _ .,.0 pmprictarn or not pu►bhcl t 3tdila'llc irtft'vnj:.t)n ;iclo,.od on he -1 1.7 '.jr rea onal4i� hotild be .o be konfiL:Cmia! or ,^,f'?I.'rlr:tdt`• III ``vl-1 X11 IIIc' , tch J;sa:lo,tlrc or pl )Oiltttl or the n:1t.i1:; jf Ee'1c Inf,.r-invion oot c141'.t.f lit "'.11 ri .r 11A include jt:t trillorn,it on ccll!`h' f %I %,Ji I.i1.tt,0 t.} Illi; Ivor % 1'9 Pan, 1)C civ °,i.,. ' itiforiir1! �., 1, t.?. or obtained bt, iU,:ll rC'.:`Girry; Parts. 3t c%jVwcj by yl:`'+ ruck ing pirr. pri•'r it rmen rrow'j" (n) 1, or 11fer bect`nle; pllhfi ".1 r,ia•it fl thr'i'Le;t l oo it' act :ki cithcr par, i c I C 1 is ra ccA ed "Scut wrklion l5 ith rc}ptct tO uw Lir dii�io'Uri b1 WC TWO" ln? POnj Am, a Bird Part, f..4t be -.aL:h rt .t t, t15_ p3rr4 to be :Il: i(ltiieci tit' a7 ,:{':'„rwirr” "III the 01110' P31) aqd aAbout %whion of applieanle I= It s Part\ I% n l a '�J h'• tr','t .Ir Wer rC:jUN. eni of 3 :.SUr, claret t4lkr[r3C11C jgencL_ or mhtr ge,%a Slmental N'&a or aj ^)ilti3a'iC I)+:` 'C'' CIISJOSt t` -e OZI,cl Par.", '3 C.onti2vitia' I'if; rm. ation it Ina% :oinplt %%ah �ta,ll rc.lufrement pr.,, !�;,I Vix- Irl -jach c%e°]t. iuL:h Part pnnldc�,, the dinclosinz Pala tiith prompt %%ritten no! to of iuch refit r:d d:i4(.,[ve, ';` tnc rvent permitted under appf,eahte la\% and reawnan a J+jI:tart�a: in ,7hixrt!.i_ .ul 3ppropr,a1c inallttt:t;tif, ,at Protect11e c,rder. l port the earlier to occur o a Par; s rque3t or il-x a\k,iratltlll ,-it.'enrina l.,in of"hi k'.rtenietlt. each PaM tiha!l retLITlt or dcitr,. ai bs flit 011M Pa 1. all of Blich ath r Pam's Cow-Jential Inforrrlation. Term & 'i'+crrt ination I Tne In ilial tern of rhi- kgceiii nr tt iil :ofrMt1tct: oil thi: EtYec'1t.Te Date % I k .1; ; _I,' •i I tl'li.'ti earlier terlll:[lai Y as Prot Wed herein (,:nIwejnet%. Ilse 'ittilud 1 erm I alt 1^t tl1 'r P"a t.. ti,t trrininattion r it-:, I;rcefnew or the c\i)irnion Of talc Initial Txii. IIIc Purtftr, ma, ItIutlJa!l, a,trrr in ,triting to terminate or to r:nc- tt -1_zfwnent for such period a, tho !tat Illutlwll% aaie'it. on the ii11' a or sid*vantrfik iirndalterTll, and :m1d itio"S 4% those lerIIIi and :4111diillcv, ,cl h,:r'elte Wit! "Renewal Term .. together tt rth the Initlai i arm. the -Term-) b it ani Curie either pam ma, Terminate thls .A.2rc'emrnt li% prat ilia 4 tither `.t itll it 'ra.t Mir -% 1 l0; d3-.;' prior urine'1 notice or its inlient'on to ;ertninate : X Pam rrat tcr?71ina1r this Agivernew `o, Pro% !d-rg the other Para ,t th at least ti.1e i, ptior %rinerl noill,,x i^er•+ of. ;n the trent iuch other Part%: I ii Irak ci .111`. 1 ai,:r•a ter'I, ti `1'i{=tlilti m ti,r h 1 c -i n. Cr ant ,t? it: repreidntitld'n, Of %%drvantle,; i+:t 1,,rih httrin. ethic!+ hrra,la. I. "red i11t!1•Il iuch 1,'tCC`1 I I:I-,lat pel txJ, tiil I:: or bt.` otnei inso ketlt, iii:l iS or becl rhes .t p,1r`:; to ipr: cee J1Wv t,r wilt ,imilar a4twn d'fCtitiltlt .tom t!rian,Cla- coil) 1'i"' I., 11!= has ,td•t NNI: !11M711'oed et ith in th ire i:r}i :I.1, i. t7r Ir4) Inakc.., 3 nertrl t FiTect, of F%pirhln,n or Terminatilm ire r ,:i! m Tris atwo of th.: a ,eeriettl t.:r 9n, reason shall nut Celclx e:rt!wr Par.-, troy" all•. 11a1, : • : 1v i It tilt Z111L therv:,.1. I•.,1+ alma& ac, rrir ti t,I itr4h Pam . or u h Ch is till a pert, ni I`rlor -W,r1rVn ,,c}r letTr!n.itl,-Ii. air ,hall It preclude ars(i(Ir^. lriH11 pllrtitiill.' ai. rCwvd r ria'. hit+. C h,,!veiWLJV' =_f At I,1.1 ,'r •.n el„ll,lt7 :tab r ;Pc,:t ar14 breach iii I,h,w .-1..•....1.1+.. b R e F1rt!Sknlin(ion4 Anti «arrintit, 1.a.r7 PJ;" 'ICxl1;. a it; %%j"rarti to r'tc •.•i:ier Pl'i% --mil 1 it, gtr 1 r1n:11t4 Wider Chi; Aarecn1Cnl N Ili •t,`! ,.11 ,1% 1 f last ilii it !, JL'` •isciirporved, talU-, e1.:t•t! 3n,t let g,u7J Stanb{inj and r the la•, • li t J! it. ri• ,,t�3�,r3r:.. ^. !iii} It hai the ft,il riu: l pt"ettr and lurh,lrh to CnTer 1111:7 this i 74 pert,lrnl it, he,`l G1ldtii'. and l 1, 1. This k_1rce-11,0:fi iIds 7Cen d,.I, t �cc?l'rti b'• I .' • _ s',•P,I': ,C,1T.Jti,e .#314, I, le,;,l.l . !lindttl'g up,n It, enr+)i:a ah -e waczilydant:e tt ;-h ti term.. a,td 1c: et It:` h:l, 74r;'t`n'Cn°. sl`,'Tttrllellt. ar uttdcr:tundiirij. oral or tele nen.. uU M1 ;h It r� r l't t, 11,4.1 Il rit3, b< N --k. 1J Inlferliniiic:ltio-1 I i'+,Ak .�ill he r!4 t• .:wl ilia :rj.f mn+. vd hoid IM, its emp;,.'t{e]. agellb. aiii: S{ltc:'t=fs ItJ•'r:ir,s =_ •_.'�. In+. ,i:l.: I c;..lt:":+. ,J.,li•iU�e•s. Ita',+Ri[rC'i. CY?C'1+t5.. t'r It!,.yG> 1111c'ltil:11a et If`, lit ,:14','3t=,,1= .!al"ulli'!c .i`.t='frr•.," fC•:-,1 a'!,;"l: ~t=,1t Jt .i! FTQ%k', ..ic'. Or JiilltiaiUrl it t}ri�ach of ai--, t.:r!II 74 C."PIJ Lwn of rhl, i •J i =+ i I : s Ak *, renrciertation1 and "arT%let e, revrdirka iN: 1TPt fox. vid ihatl Ivde,iim1', and hd7'41 ITQ . iri emploters. a;ent�. and ;Irc;turi I.unllc•, rr. in. if,t arta all �'alni;. dalna�trs. liabllitie;. z�pen;n, tx loists tllte!ud;nl; without 11x17 Cation raaionahla ,tn,'rnet tees, ari>rr.s_: out of N 11TC ; act or omission in breach of an\ tern or cordition of 0,�1,: �clllenr and t •i l I f Inc '> rapre entatiufr; weld 1+arrantiry rra.nrdn' ; th, Pet,tii,.ti i -'Q11, tri!! pr,,iO& ITPC a ornit1<r41al liahitrt, c1:rt+licatc o' insuruiuze equ.0 to rr greaser `Iran j ,s]1;tti llr,ii ,tlld, a_ree, 1. J: die wille yet llir.tfr of .til :raise It: tale Stale of \C if reoueire,1 Limitmion 4 tiabitit, F\:rr: i�r 1labiiln to the State re.ultmg from tarlure to pr 7% ide imi[cs, licenick delater'ael", Of a+ttlerr:rlcd tv a:I tern, pr, vdr'j for m prlragrapns r and '. ,n no e: enr k0l either part, be Mahle r., ottrer par+, t:.r 3n, '1 rect. rod:re:;. itt Aenial.:L)nwgtLerivH! purls n,e :6pccial or e%entpl.u-y damaL'tis. ariime tn+ m 'h-:, A'_rCC:'lrvnt or other hii-winr\a aent ties. InCludina. but mat itinited to. loss of re%e•ita+r ,`t Or Ii,St ['fulness. I[•i, .:trcvurce,. foii of data it fo Sa of ux. ' &Ixtiongh!n of the Partie. Lac', of ITQ'1t aid I rl'C atl,,,%oedwci and :he hem ;wn th' f art,c, ficre--todcr iha!I be that 'J! all itrdt^xnde'1T %:vntraclor. allu tlt.lt lwthmL. ,:,'1:;,1.ned herein ,['ala h_- coilstr+ied 'or interpreted as crcatins; 31'% ,,tller relations h'p brt%x4 :n the Parse, ill:t,:. •'I bw not hmsted io customer. errplo'%erel+ p.ii%ee. pr:nctpal agentp itnership. orf„11lt,dritUrC i 11r III,: piirr oNe .71 ?itnl'natinu douhL. dio aarwinct,l jiiej iwi imvil an% cuiwiner. rtmeller. or d iW IN'r 4'� avoll,hii, be,wrzn iTr:IA and ITPC. 1 Cnirrning i.tn; Disaute Retirilution Its:, l ;ewncm and the r-gw, a'Td tilC r::,i't"["+: Partiei hereti!i&r ;;'all be .:t Nto wd by.:jad inlerpreled and .nf'r,:t:J in iCi. tile 13 ,'-t cine S,itiw of \,tr,h Lar'-iiiiii c\:Cr' ror u sc cun'ltk;' [,r'ia•,l rtilt', Thereof t1herct'1 l!iat +t.'t1id r; t;tllr� if PCT17111 the appli%;ati+sn of the 'a+[S of another (f.r'3wtiT:,,1i Lport demand Jt el'ller Pxi^_, ant .I:,IlutC. :'aim .:r i ?rY1r'ter'i, 4ntl'!nt; out .'i. .: li7nei? .I '•%'th or rc!atln'g to this kgr: -1ir«ment consmutt, and lien r'}rtlt the entire ag ixtiiert a''d untlerstendln¢ amen: We Parti, -T1, lY.rxtt tv thy. ;u1*tckt miTter ltereot 1! art; ;ro%iswo cit tht. Affeemem is de,•%vv,! in%A'u4 or J �'e11t1+ri C�i�lr !, 3 nar:c:r Ui 1a Nk' ♦"Ch ;11%al IdIt\ or i 1114`nforcesim l lt% Shell not a'Tl3t ?r impair zhe 1 jIrJl v or en''+rieah,!:m of ant mhcr pr!*% i, `+`,_ ib:, A_mLu' tient or the Pernander ni thIi . NrreernYnI a., S 1\ «I DtiESi HEREOF. each �i the uvd,!� ; I zncd tfi(: Agreement as of the Et%rte%e Dwc: ITPC MINOM �L• ' /71 \iolv %il \Ed, m J3` fTQ1% i f{ _ FLORIDADEPARTMENT OF STATE DIVISION OF CORPORATIONS Attached are the: forms and instructions to register a foreign profit corporation to transact business in Florida. The requirements are as follows: Pursuant to section 607.1503(1), Florida Statutes, the attached application must be completed in its entirety. The corporation must submit an original certificate of existence, no more than 90 da -,s old, duly authenticated b,, the Secretary of State or the proper official having custody of corporate records in the state or country under the law- of which it is incorporated. A photocopy is not acceptable. If the certificate is in a foreign language, a translation of the certificate under oath of the translator must be submitted. There is a $70.00 registration fcc and a letter of acknowledgment will be issued free of charge upon registration. • Certification fees are optional. Please submit an additional $8.75 if a certificate of status is needed. The fee for a certi fieri copy of the application is $8.75 (plus $ I per page for each page over 8. not to exceed a maximum of $52.50). Please check the appropriate but on the COVER latter and send one check for the total amount made: parable to the Florida Department of State. The COVER letter included in this packet should be completed and submitted along with the; certificate, application and check. Both the mailing address and courier address are noted in the COVER letter. Important Information About the Requirement to File an Annual Report All Profit Corporations must file an Annual Report yearly to maintain "active" status. The first report is due in die year fblhn- i formation. The report must be fled electronically online between January l" and May I". The fee for the annual report is $150. After May I"a $400 late fee is added to the annual report filing fee. "annual Report Reminder Notices" are sent to the e-mail address you provide us when you submit this document for tiling. To file any time. after January I", go to our website at www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1". Any further inquiries concerning this matter should be directed to the Registration Section by calling (850) 245-6051 or writing die Registration Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314. CR2E007 (6,15) COVER LETTER TO: Registration Section Division of Corporations Zeteky, Inc. SUBJECT: Narne of corporation - must include suffix Dear Sir or Madam: The enclosed "Application b% Foreign Corporation For Authorization to Transact Business in Florida," "Certificate of Existence," or "Certificate of Good Standing" and check are submitted to register the above referenced foreign corporation to transact business in Florida. Please return all corre,pondence concerning this matter to the following: John S. Gillies The Loev Law Firm, PC 6300 West Loop South. Suite 2801 Bellaire. Texas 77401 Name of Person Firm.'Cotnpany Address CitN!State and Zip code johndalton2zeteky.com E-mail address: (to be used for future annual report notification) For further intormation concerning this matter, please call.- John all; John S. Gillies Name of Perion 833 at { ) Area Code STREET/COURIER ADDRESS: Registration Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee. FL 32301 Enclosed is a check for the following amount. 38th --1730 Da%time Telephone Number MAILING ADDRESS: Registration Section Division of Corporations P.O. Bos 6327 Tallahassee, FL 32314 0 $70.00 Filing Fee 0 VMS Filing Fee & 0 $78.75 Filing Fee & N $87.50 Filing Fee, Certificate of Status Certified Copy Certificate of Status & Certified Copy APPLICATION BY FOREIGN CORPORATIONFOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA 1.V C0MPLLa.VC.'E KYTHSEC71O.V 60-.5.503, FLORID.f ST4TL:TFS. THE FOLL014 -1VG I.SSUB.1 HTFD TO REGISTER .4 FOREIG-V C'ORPOR.-IT ON TO TXLVS-IC'T BU,SI_VESS LV THE ST.4TE OF FLORIDA. Zeteky, Inc. (,Enter name ofcorpuratson, must include "INCUR PORATED." "COMPANY," "CORPORATION," „Inc.." "Co.." "Corp." "Inc." "Co." or "Corp.") (If name unavailable in Florida, enter alternate corporate name adopted for the purpose of transacting business in Florida) Delaware '_. 3. (Stat: or country under the lay; of which it is incurporatedl 1 9 2007 4. (Dote of incorporation) M, 5. (FE1 number, if applicable) (Date of duration, if other than perpetual) (Date first transacted business in Florida. if prior to registration) (SEE SECTIONS 607 & 60.1.1502, F.S., to determine penalty liability) 4375 Lindber(y Dr, Addison, Teras, 7 500 1 7 (Principal oMce address) (Current mailing address, if different) 8. Name and street address of Florida registered assent: (P.O. Box NOT acceptable) Name: Office Address: InCurp Services, Inc. 17888 67th Court North Loxahatchee (City) 9. Registered agent's acceptance; , Florida 33470 (zip code) Having been named as registered agent and to accept service of process fcir the ahove .stated corporation at the place designated in /it i% application, I kereht- accept the appointment as registered agenI and agree to act in this capacity. I furrher agree to comply with Meprovisions of all statutes relative to the proper and complete performunce of my duties, and I ant f eertiliar with and accept flee obligations of'my position as registered agent. (Registered agent's signature) 1(). Attached is a certificate of existence duly authenticated, not more than 90 days prior to delivery of this application to the Department of State, by the Secretary of State or ether official ha,,ing custody of corporate records in the jurisdiction under the law of which it is incorporated. 1 1. dames and business addresses of officers and'or directors: A. DIRECTORS John Dalton Chairman: 4375 Undberrg Dr, Addison, Texas, 751101 Address: Vice Chairman: Address: Jared Kearney Director: 4375 Lindberg Dr, Addison, Texas, 75001 Address: (Ierb Nleyer Director: Address: 4375 Lindberg Dr, Addison, Texas. 7 5001 B. OFFICERS John Dalton President - 4375 Lindber¢ Dr, Addison, Texas, 75001 Address: Vice President: Address: John Dalton Secretary: 4375 Lindber� Lir, Addison, Texas, 75001 Address: John Dalton Treasurer: 4375 Lindberv- Dr, Addison, Texas, 75001 Address: :MOTE; If necessary, you way attach an addongum to the application listing additional officers and/or directors. Signature of Director or Officer The officer or direct -.,r signing this document (and who is listed in number l l above) affirms that the facts stated herein are true and that lwo'r she is aware that false information submitted in a document to the Department of State constitutes a third degree felon} as provided for in s.817.155, F.S. John Dalton, Chier Executive Ot'ficer and Chairman f 3. {Typed or printed name and capacity of person signing application) 11. Names and business addresses of officers and or directors (CONTINUED]: A. WRECTORS Director: Harold I. Calfais, 11 Address: 4375 Lindberg Dr. Addison, Texas, 75001 Director: Mike Paulillo Address: 4375 Lindbcr,Dr, Addison, T�:xaS 71001 Director: Darron Anderson Address.- 4.'175 Lindberg Dr, Addison, Texas, 75001