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c SAP
State of South Carolina
Request for Proposal
Solicitation: Date Issued:
Procurement Officer: Phone:
E-Mail Address: Mailing Address:
5400011607 10/24/2016 MICHELE MAHON 803-898-1863 [email protected] SCDHHS Attn: Procurement PO Box 8206 Columbia SC 29202-8206
DESCRIPTION: Systems Integration and Operations
USING GOVERNMENTAL UNIT: Department of Health & Human Services
SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov
SUBMIT OFFER BY (Opening Date/Time): 2/7/2017 at 15:00:00 (See "Deadline For Submission Of Offer" provision)
QUESTIONS MUST BE RECEIVED BY: 11/15/2016 at 12:00:00 (See "Questions From Offerors" provision)
NUMBER OF COPIES TO BE SUBMITTED: 1 Electronic and 1Redacted Electronic Version online; 5 CD’s identical to electronic submission both technical and price proposals on separate CDs; and1 identical paper copy of both the Technical and Price Proposals
CONFERENCE TYPE: PRE-PROPOSAL CONFERENCE CALL DATE & TIME: 11/14/2016 from 10:00:00 – 12:00:00 (As appropriate, see "Conferences - Pre-Bid/Proposal" & "Site Visit" provisions)
LOCATION: Conference CallSee information in Section 2.33
AWARD & AMENDMENTS
Award will be posted on 5/22/2017. The award, this solicitation, any amendments, and any related notices will be posted at the following web address: http://www.procurement.sc.gov
You must submit a signed copy of this form with Your Offer. By signing, You agree to be bound by the terms of the Solicitation. You agree to hold Your Offer open for a minimum of one hundred eighty (180) calendar days after the Opening Date. (See "Signing Your Offer" provision.)
NAME OF OFFEROR (full legal name of business submitting the offer)
Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror. The entity named as the Offeror must be a single and distinct legal entity. Do not use the name of a branch office or a division of a larger entity if the branch or division is not a separate legal entity, i.e., a separate corporation, partnership, sole proprietorship, etc.
AUTHORIZED SIGNATURE (Person must be authorized to submit binding offer to contract on behalf of Offeror.)
DATE SIGNED
TITLE (business title of person signing above)
STATE VENDOR NO. (Register to Obtain S.C. Vendor No. at www.procurement.sc.gov)
PRINTED NAME (printed name of person signing above)
STATE OF INCORPORATION (If you are a corporation, identify the state of incorporation.)
OFFEROR'S TYPE OF ENTITY: (Check one) (See "Signing Your Offer" provision.) ___ Sole Proprietorship ___ Partnership ___ Other_____________________________ ___ Corporate entity (not tax-exempt) ___ Corporation (tax-exempt) ___ Government entity (federal, state, or local)
COVER PAGE - ON-LINE ONLY (MAR. 2015)
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SAPSAP
PAGE TWO (Return Page Two with Your Offer)
HOME OFFICE ADDRESS (Address for Offeror’s home office / principal place of business)
NOTICE ADDRESS (Address to which all procurement and contract related notices should be sent.) (See "Notice" clause) _________________________________________________ Area Code - Number - Extension Facsimile _________________________________________________ E-mail Address
PAYMENT ADDRESS (Address to which payments will be sent.) (See "Payment" clause) ____Payment Address same as Home Office Address____Payment Address same as Notice Address (check only one)
ORDER ADDRESS (Address to which purchase orders will be sent) (See "Purchase Orders and "Contract Documents" clauses) ____Order Address same as Home Office Address____Order Address same as Notice Address (check only one)
ACKNOWLEDGMENT OF AMENDMENTSOfferors acknowledges receipt of amendments by indicating amendment number and its date of issue. (See "Amendments to Solicitation" Provision)
Amendment No. Amendment Issue Date
Amendment No. Amendment Issue Date
Amendment No. Amendment Issue Date
Amendment No. Amendment Issue Date
DISCOUNT FOR PROMPT PAYMENT(See "Discount for Prompt
Payment" clause)
10 Calendar Days (%) 20 Calendar Days (%) 30 Calendar Days (%) _____Calendar Days (%)
PREFERENCES - A NOTICE TO VENDORS (SEP. 2009): On June 16, 2009, the South Carolina General Assembly rewrote the law governing preferences available to in-state vendors, vendors using in-state subcontractors, and vendors selling in-state or US end products. This law appears in Section 11-35-1524 of the South Carolina Code of Laws. A summary of the new preferences is available at www.procurement.sc.gov/preferences. ALL THE PREFERENCES MUST BE CLAIMED AND ARE APPLIED BY LINE ITEM, REGARDLESS OF WHETHER AWARD IS MADE BY ITEM OR LOT. VENDORS ARE CAUTIONED TO CAREFULLY REVIEW THE STATUTE BEFORE CLAIMING ANY PREFERENCES. THE REQUIREMENTS TO QUALIFY HAVE CHANGED. IF YOU REQUEST A PREFERENCE, YOU ARE CERTIFYING THAT YOUR OFFER QUALIFIES FOR THE PREFERENCE YOU'VE CLAIMED. IMPROPERLY REQUESTING A PREFERENCE CAN HAVE SERIOUS CONSEQUENCES. [11-35-1524(E)(4)&(6)] (PREFERENCES DO NOT APPLY)
PREFERENCES - ADDRESS AND PHONE OF IN-STATE OFFICE: Please provide the address and phone number for your in-state office in the space provided below. An in-state office is necessary to claim either the Resident Vendor Preference (11-35-1524(C)(1)(i)&(ii)) or the Resident Contractor Preference (11-35-1524(C)(1)(iii)). Accordingly, you must provide this information to qualify for the preference. An in-state office is not required, but can be beneficial, if you are claiming the Resident Subcontractor Preference (11-35-1524(D)). (PREFERENCES DO NOT APPLY) ____In-State Office Address same as Home Office Address ____In-State Office Address same as Notice Address (check only one)
PAGE TWO (SEP 2009) End of PAGE TWO
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TABLE OF CONTENTS1 SCOPE OF SOLICITATION.....................................................................................................................11
1.1 ACQUIRE SERVICES (JAN 2006)....................................................................................................11
1.2 MAXIMUM CONTRACT PERIOD - ESTIMATED (JAN 2006)..................................................11
1.3 PURPOSE AND GOALS.....................................................................................................................11
1.4 PROGRAM BACKGROUND AND VISION....................................................................................11
1.4.1 TECHNICAL APPROACH........................................................................................................13
1.4.2 TACTICAL SYSTEM IMPROVEMENTS...............................................................................21
1.4.3 ENTERPRISE OWNERSHIP.....................................................................................................22
2 INSTRUCTIONS TO OFFERORS - A. GENERAL INSTRUCTIONS.................................................25
2.1 DEFINITIONS, CAPITALIZATION, AND HEADINGS (DEC 2015)..........................................25
2.2 ADDITIONAL DEFINTIONS (SCDHHS)........................................................................................26
2.3 AMENDMENTS TO SOLICITATION (JAN 2004).........................................................................27
2.4 AUTHORIZED AGENT (FEB 2015).................................................................................................27
2.5 AWARD NOTIFICATION (FEB 2015).............................................................................................27
2.6 BID/PROPOSAL AS OFFER TO CONTRACT (JAN 2004)..........................................................27
2.7 BID ACCEPTANCE PERIOD (JAN 2004).......................................................................................27
2.8 BID IN ENGLISH and DOLLARS (JAN 2004)................................................................................27
2.9 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (MAY 2008)........................27
2.10 CERTIFICATION REGARDING DEBARMENT AND OTHER RESPONSIBILITY MATTERS (JAN 2004)....................................................................................................................................28
2.11 CODE OF LAWS AVAILABLE (JAN 2006)....................................................................................29
2.12 DISCLOSURE OF CONFLICTS OF INTEREST OR UNFAIR COMPETITIVE ADVANTAGE (FEB 2015)..............................................................................................................................29
2.13 DEADLINE FOR SUBMISSION OF OFFER (JAN 2004)..............................................................30
2.14 DRUG FREE WORK PLACE CERTIFICATION (JAN 2004)......................................................30
2.15 DUTY TO INQUIRE (FEB 2015).......................................................................................................30
2.16 ETHICS CERTIFICATE (MAY 2008)..............................................................................................30
2.17 IRAN DIVESTMENT ACT - CERTIFICATION (DEC 2015).......................................................31
2.18 OMIT TAXES FROM PRICE (JAN 2004).......................................................................................31
2.19 OPEN TRADE REPRESENTATION (JUN 2015)...........................................................................31
2.20 PROTESTS (JUN 2006).......................................................................................................................31
2.21 PROHIBITED COMMUNICATIONS AND DONATIONS (FEB 2015).......................................31
2.22 PUBLIC OPENING (JAN 2004).........................................................................................................32
2.23 QUESTIONS FROM OFFERORS (FEB 2015 - M).........................................................................32
2.24 REJECTION/CANCELLATION (JAN 2004)..................................................................................32
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2.25 RESPONSIVENESS/IMPROPER OFFERS (JUN 2015)................................................................32
2.26 SIGNING YOUR OFFER (JAN 2004)...............................................................................................33
2.27 STATE OFFICE CLOSINGS (JAN 2004).........................................................................................33
2.28 SUBMITTING CONFIDENTIAL INFORMATION (FEB 2015)...................................................33
2.29 SUBMITTING A PAPER OFFER OR MODIFICATION (MAR 2015)........................................34
2.30 TAX CREDIT FOR SUBCONTRACTING WITH DISADVANTAGED SMALL BUSINESSES (JAN 2008).........................................................................................................................................................35
2.31 VENDOR REGISTRATION MANDATORY (JAN 2006)..............................................................35
2.32 WITHDRAWAL OR CORRECTION OF OFFER (JAN 2004).....................................................35
2 INSTRUCTIONS TO OFFERORS -- B. SPECIAL INSTRUCTIONS..................................................36
2.33 CONFERENCE CALL – PRE-BID/PROPOSAL (JAN 2006 – M)................................................36
2.34 CONTENTS OF OFFER (RFP) -- SOLUTIONS BASED (JAN 2006 M)......................................36
2.35 CLARIFICATION (NOV 2007)..........................................................................................................36
2.36 ELECTRONIC COPIES - REQUIRED MEDIA AND FORMAT (MAR 2015 - M)....................37
2.37 MAGNETIC MEDIA WITH DEMONSTRATION/ PRESENTATION (JAN 2006)...................37
2.38 ON-LINE BIDDING INSTRUCTIONS (MAR 2015).......................................................................37
2.39 OPENING PROPOSALS -- INFORMATION NOT DIVULGED (FEB 2015).............................37
2.40 PROTEST - CPO - ITMO ADDRESS (JUN 2006)...........................................................................38
3 SCOPE OF WORK/SPECIFICATIONS...................................................................................................39
3.1 INTRODUCTION................................................................................................................................39
3.1.1 SCOPE OF WORK STRUCTURE............................................................................................39
3.2 CURRENT VENDORS’ STAFF INVOLVEMENT IN PROPOSALS...........................................39
3.3 CONTRACT SCOPE AND STRUCTURE.......................................................................................39
3.4 MODIFICATION POOL....................................................................................................................40
3.5 CONTRACT INCENTIVE STRUCTURE........................................................................................41
3.5.1 CONFIGURATION AND INTEGRATION ACTIVITY INCENTIVES...............................41
3.5.2 OPERATIONS AND SOLUTION OPERATIONS SUPPORT ACTIVITY INCENTIVES41
3.6 CONFLICTS OF INTEREST.............................................................................................................42
3.7 CONTRACT FINANCIAL STRATEGY..........................................................................................42
3.7.1 CONTRACT FINANCIAL REPORTING................................................................................42
3.7.2 USE OF BASES OF ESTIMATES.............................................................................................42
3.8 SYSTEMS INTEGRATION AND OPERATIONS OBJECTIVES................................................42
3.8.1 ARCHITECTURE.......................................................................................................................43
3.8.2 PROGRAM GOVERNANCE.....................................................................................................44
3.8.3 PROJECT PLANNING AND PROJECT SCHEDULE...........................................................45
3.8.4 PROJECT MANAGEMENT......................................................................................................45
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3.8.5 SERVICE MANAGEMENT.......................................................................................................46
3.8.6 SERVICE LEVEL MANAGEMENT........................................................................................47
3.8.7 SOLUTION REQUIREMENTS.................................................................................................47
3.8.8 BUSINESS ARCHITECTURE...................................................................................................48
3.8.9 SECURITY...................................................................................................................................48
3.8.10 PORTAL IDENTITY FEDERATION.......................................................................................49
3.8.11 EDS DESIGN AND DEVELOPMENT......................................................................................49
3.8.12 INTEGRATION HUB DESIGN AND DEVELOPMENT.......................................................49
3.8.13 NEW APPLICATION DESIGN AND DEVELOPMENT.......................................................50
3.8.14 COTS/SaaS SOLUTION CONFIGURATION..........................................................................51
3.8.15 DATA GOVERNANCE...............................................................................................................51
3.8.16 DATA MANAGEMENT.............................................................................................................52
3.8.17 TESTING......................................................................................................................................52
3.8.18 SOLUTION IMPLEMENTATION............................................................................................53
3.8.19 TRAINING....................................................................................................................................54
3.8.20 HOSTING.....................................................................................................................................54
3.8.21 DISASTER RECOVERY/BUSINESS CONTINUITY.............................................................55
3.8.22 SYSTEM CERTIFICATION......................................................................................................55
3.8.23 ORGANIZATIONAL CHANGE MANAGEMENT................................................................56
3.8.24 APPLICATION MANAGEMENT.............................................................................................57
3.8.25 CHANGE MANAGEMENT.......................................................................................................57
3.8.26 EVENTS MANAGEMENT.........................................................................................................58
3.9 SYSTEM DEMONSTRATIONS OF SOLUTION PROVIDER PRODUCTS..............................59
3.10 TURNOVER STRATEGY..................................................................................................................60
3.10.1 GENERAL DUTIES....................................................................................................................60
3.11 STAFFING............................................................................................................................................60
3.12 KEY PERSONNEL..............................................................................................................................61
3.13 CONTRACTOR STAFF LOCATION...............................................................................................62
3.14 FACILITIES.........................................................................................................................................62
3.15 INFORMATION SHARING...............................................................................................................63
3.16 TECHNICAL PERFORMANCE STANDARDS..............................................................................63
3.17 PERFORMANCE STANDARD CALCULATIONS........................................................................63
3.18 DELIVERABLE REVIEW AND APPROVAL PROCESS.............................................................63
3.19 INDEPENDENT ASSESSMENT OF SECURITY AND PRIVACY CONTROLS.......................64
3.20 DOCUMENTATION...........................................................................................................................64
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3.21 INTELLECTUAL PROPERTY STRATEGY..................................................................................64
4 INFORMATION FOR OFFERORS TO SUBMIT..................................................................................66
4.1 INFORMATION FOR OFFERORS TO SUBMIT -- GENERAL (MAR 2015 - M).....................66
4.2 INFORMATION FOR OFFERORS TO SUBMIT -- EVALUATION...........................................66
4.3 MINORITY PARTICIPATION (DEC 2015)....................................................................................67
4.4 SERVICE PROVIDER SECURITY ASSESSMENT QUESTIONNAIRE - REQUIRED (FEB 2015) 68
4.5 SUBMITTING REDACTED OFFERS (MAR 2015)........................................................................68
4.6 PROPOSAL STRUCTURE.................................................................................................................69
4.6.1 SECTION BY SECTION INSTRUCTIONS.............................................................................69
5 QUALIFICATIONS.....................................................................................................................................71
5.1 QUALIFICATIONS OF OFFEROR (MAR 2015)...........................................................................71
5.2 QUALIFICATIONS - SPECIAL STANDARDS OF RESPONSIBILITY (MAR 2015)...............71
5.3 QUALIFICATIONS -- REQUIRED INFORMATION (MAR 2015 M).........................................71
5.4 SUBCONTRACTOR -- IDENTIFICATION (FEB 2015)................................................................72
6 AWARD CRITERIA...................................................................................................................................73
6.1 AWARD CRITERIA -- PROPOSALS (JAN 2006)..........................................................................73
6.2 AWARD TO ONE OFFEROR (JAN 2006).......................................................................................73
6.3 COMPETITION FROM PUBLIC ENTITIES (JAN 2006).............................................................73
6.4 DISCUSSIONS AND NEGOTIATIONS - REQUIRED (FEB 2015)..............................................73
6.5 EVALUATION FACTORS -- PROPOSALS (JAN 2006)................................................................73
7 TERMS AND CONDITIONS -- A. GENERAL........................................................................................76
7.1 ASSIGNMENT, NOVATION, AND CHANGE OF NAME, IDENTITY, OR STRUCTURE (FEB 2015).........................................................................................................................................................76
7.2 BANKRUPTCY - GENERAL (FEB 2015)........................................................................................76
7.3 CHOICE-OF-LAW (JAN 2006)..........................................................................................................76
7.4 CONTRACT DOCUMENTS and ORDER OF PRECEDENCE (FEB 2015)................................76
7.5 DISCOUNT FOR PROMPT PAYMENT (JAN 2006).....................................................................77
7.6 DISPUTES (JAN 2006)........................................................................................................................77
7.7 EQUAL OPPORTUNITY (JAN 2006)...............................................................................................78
7.8 FALSE CLAIMS (JAN 2006)..............................................................................................................78
7.9 FIXED PRICING REQUIRED (JAN 2006)......................................................................................78
7.10 NO INDEMNITY OR DEFENSE (FEB 2015)..................................................................................78
7.11 NOTICE (JAN 2006)............................................................................................................................78
7.12 OPEN TRADE (JUN 2015).................................................................................................................78
7.13 PAYMENT and INTEREST (FEB 2015)...........................................................................................78
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7.14 PUBLICITY (JAN 2006).....................................................................................................................79
7.15 PURCHASE ORDERS (JAN 2006)....................................................................................................79
7.16 IRAN DIVESTMENT ACT - ONGOING OBLIGATIONS (JAN 2015).......................................79
7.17 SURVIVAL OF OBLIGATIONS (JAN 2006)...................................................................................79
7.18 TAXES (JAN 2006)..............................................................................................................................80
7.19 TERMINATION DUE TO UNAVAILABILITY OF FUNDS (JAN 2006)....................................80
7.20 THIRD PARTY BENEFICIARY (JAN 2006)...................................................................................80
7.21 WAIVER (JAN 2006)...........................................................................................................................80
7 TERMS AND CONDITIONS -- B. SPECIAL...........................................................................................81
7.22 BANKRUPTCY - GOVERNMENT INFORMATION (FEB 2015)................................................81
7.23 CHANGES (JAN 2006)........................................................................................................................81
7.24 COMPLIANCE WITH LAWS (JAN 2006).......................................................................................82
7.25 CONTRACT DOCUMENTS and ORDER OF PRECEDENCE-SOFTWARE LICENSING SINGLE AGENCY (FEB 2015)......................................................................................................................82
7.26 CONTRACTOR'S LIABILITY INSURANCE - GENERAL (FEB 2015).....................................82
7.27 CONTRACTOR'S LIABILITY INSURANCE - INFORMATION SECURITY AND PRIVACY (FEB 2015).........................................................................................................................................................83
7.28 CONTRACTOR PERSONNEL (JAN 2006).....................................................................................85
7.29 CONTRACTOR'S OBLIGATION -- GENERAL (JAN 2006)........................................................85
7.30 CONTRACTOR'S USE OF STATE PROPERTY (JAN 2006).......................................................85
7.31 DEFAULT (JAN 2006)........................................................................................................................86
7.32 ILLEGAL IMMIGRATION (NOV 2008).........................................................................................87
7.33 INDEMNIFICATION-THIRD PARTY CLAIMS - GENERAL (NOV 2011)...............................87
7.34 INDEMNIFICATION - THIRD PARTY CLAIMS - DISCLOSURE OF INFORMATION (FEB 2015) 88
7.35 INDEMNIFICATION-INTELLECTUAL PROPERTY (JAN 2006).............................................88
7.36 INFORMATION SECURITY - DEFINITIONS (FEB 2015)..........................................................89
7.37 INFORMATION SECURITY - SAFEGUARDING REQUIREMENTS (FEB 2015)..................90
7.38 INFORMATION SECURITY - LOCATION OF DATA (FEB 2015)............................................92
7.39 INFORMATION USE AND DISCLOSURE (FEB 2015)................................................................92
7.40 INFORMATION USE AND DISCLOSURE - STANDARDS (FEB 2015).....................................93
7.41 LICENSES AND PERMITS (JAN 2006)...........................................................................................94
7.42 MATERIAL AND WORKMANSHIP (JAN 2006)...........................................................................94
7.43 OFFSHORE CONTRACTING PROHIBITED (FEB 2015)............................................................94
7.44 OWNERSHIP OF DATA and MATERIALS (JAN 2006)...............................................................94
7.45 PRICE ADJUSTMENTS (JAN 2006)................................................................................................94
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7.46 PRICING DATA -- AUDIT -- INSPECTION (JAN 2006)...............................................................95
7.47 RELATIONSHIP OF THE PARTIES (JAN 2006)...........................................................................95
7.48 RESTRICTIONS ON PRESENTING TERMS OF USE OR OFFERING ADDITIONAL SERVICES (FEB 2015)....................................................................................................................................96
7.49 SOFTWARE LICENSES (JAN 2006)................................................................................................96
7.50 SERVICE PROVIDER SECURITY REPRESENTATION – REQUIRED (FEB 2015) (ATTACHMENT C)........................................................................................................................................98
7.51 SOFTWARE LICENSING AGREEMENTS-SINGLE SOLICITATION (FEB 2015).................98
7.52 TERM OF CONTRACT -- EFFECTIVE DATE / INITIAL CONTRACT PERIOD (JAN 2006)99
7.53 TERM OF CONTRACT – NON-TERMINATION OR SUSPENSION BY CONTRACTOR. .100
7.54 TERM OF CONTRACT -- OPTION TO RENEW (JAN 2015)....................................................100
7.55 TERMINATION FOR CONTRACTOR INSOLVENCY.............................................................100
7.55.1 GENERAL RIGHTS..................................................................................................................100
7.55.2 RIGHTS IN EVENT OF BANKRUPTCY REJECTION......................................................101
7.55.3 LICENSE TO CONTRACTOR OWNED SOFTWARE.......................................................101
7.56 TERMINATION FOR CONVENIENCE (JAN 2006)....................................................................102
7.57 VENDOR HOSTING/SaaS/CLOUD HOSTING............................................................................103
7.57.1 TURNOVER SERVICES..........................................................................................................103
7.57.2 SERVICE LEVEL AGREEMENTS........................................................................................104
7.57.3 SYSTEM CURRENCY..............................................................................................................104
7.57.4 SYSTEM UPDATES..................................................................................................................106
7 MISCELLANEOUS TERMS – C. CONDITIONS/REQUIREMENTS...............................................107
7.56...................................................................................................................................................................107
7.57...................................................................................................................................................................107
7.58 HIPAA COMPLIANCE/CONFIDENTIALITY (SCDHHS).........................................................107
7.58.1 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) STANDARDS COMPLIANCE (SCDHHS).............................................................................................107
7.58.2 HIPAA SECURITY (SCDHHS)...............................................................................................107
7.58.3 HIPAA BUSINESS ASSOCIATE (SCDHHS).........................................................................107
7.58.4 SAFEGUARDING INFORMATION (SCDHHS)...................................................................107
7.58.5 LAWSUIT NOTIFICATION AND COOPERATION (SCDHHS).......................................107
7.58.6 DEBARMENT NON-PROCUREMENT/SCREENING REQUIRMENTS (SCDHHS).....108
7.58.7 CONTRACTOR KEY PERSONNEL (SCDHHS)..................................................................108
7.58.8 NON-DISCLOSURE (SCDHHS)..............................................................................................108
7.58.9 RESTRICTIONS FOR LOBBYING (SCDHHS)....................................................................108
7.58.10 SAFETY PRECAUTIONS (SCDHHS)................................................................................109
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7.59 USE AND OWNERSHIP OF INFORMATION AND DOCUMENTATION (SCDHHS)..........109
7.59.1 REPRODUCTION OF DOCUMENTATION (SCDHHS).....................................................109
7.59.2 DOCUMENT INSPECTION AND RETENTION (SCDHHS)..............................................109
7.60 OWNERSHIP OF DATA (SCDHHS)..............................................................................................110
7.61 NO CONTRACTOR UTILIZATION OF WORKERS OUTSIDE OF THE UNITED STATES (SCDHHS).......................................................................................................................................................110
7.62 APPLICABLE LAWS AND REGULATIONS (SCDHHS)...........................................................110
7.63 SaaS SOLUTION SOLICITATION MODIFICATIONS (SCDHHS)..........................................111
8 BIDDING SCHEDULE / PRICE PROPOSAL.......................................................................................112
8.1 PRICE PROPOSAL (JAN 2006)......................................................................................................112
8.1.1 PRICE PROPOSAL INSTRUCTIONS...................................................................................112
8.1.2 PRICING TABLE BACKGROUND........................................................................................113
8.1.3 PRICING TABLE INSTRUCTIONS.......................................................................................114
8.2 INVOICING AND PAYMENT.........................................................................................................118
8.2.1 Invoices Generally......................................................................................................................118
8.2.2 Labor Hours Rates.....................................................................................................................119
8.2.3 Invoicing for Fixed Price Work................................................................................................119
8.2.4 Invoicing for the Turnover Phase.............................................................................................119
8.2.5 Travel Expenses..........................................................................................................................119
9 ATTACHMENTS TO SOLICITATION.................................................................................................121
9.1 ATTACHMENTS LIST [09-9002-1]................................................................................................121
9.2 PROCUREMENT LIBRARY LIST.................................................................................................121
9
SAP
1 SCOPE OF SOLICITATION
1.1 ACQUIRE SERVICES (JAN 2006)
The purpose of this solicitation is to acquire services complying with the enclosed description and/or specifications and conditions. [01-1010-1]
1.2 MAXIMUM CONTRACT PERIOD - ESTIMATED (JAN 2006)
Start date: 06/02/2017 End date: 06/01/2020. Dates provided are estimates only. Any resulting contract will begin on the date specified in the notice of award. See clause entitled "Term of Contract - Effective Date/Initial Contract Period". [01-1040-1]
1.3 PURPOSE AND GOALS
The purpose of this Contract is to:
Integrate solutions provided by third party solution providers (SP) into the Medicaid Enterprise according to South Carolina Department of Health and Human Services (SCDHHS) architecture standards and solution design requirements. The Medicaid Enterprise is the hardware, software, and services designed to meet the demands of South Carolina’s Medicaid beneficiaries, stakeholders, and appropriate staff.
Perform project management oversight of SP deliverables by utilizing SCDHHS project governance standards and processes (PL 011, ATTM K)
Evaluate, modify, and enhance the Medicaid Enterprise architecture to accommodate the needs of the Replacement Medicaid Management Information System (RMMIS) Program.
Align with MITA 3.0 framework to ensure CMS certification as soon as possible. See Section 3 for more details.
IMPORTANT NOTICE: Please note that if additional terms and conditions are objected to or qualified, your offer MAY be deemed non-responsive and not considered further.
IF YOU QUALIFY YOUR OFFER WITH A STATEMENT LIKE: “THIS IS NOT AN OFFER”, YOU MAY BE DEEMED NON-RESPONSIVE AND ELIMINATED FROM FURTHER CONSIDERATION.
1.4 PROGRAM BACKGROUND AND VISION
PLEASE NOTE: Section 1 is for information only. It contains background information, not requirements that necessitate a response.
SCDHHS’ RMMIS will not be a single monolithic system, rather, the MMIS architecture will disperse legacy MMIS functions and initiatives (with the goal to continually improve health care outcomes) among multiple subsystems implemented and operated by specialized teams—a distributed MMIS comprised of the multiple, integrated solutions. Solutions may be referred to as “components,” “subsystems,” or “modules” throughout this RFP. These terms are synonymous.
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With this solicitation, SCDHHS will procure a systems integration and operations (SIOPS) Contractor to execute SCDHHS’ strategies, frameworks, and standards associated with implementing the modules of the RMMIS within the SCDHHS Medicaid Enterprise architecture. SCDHHS will provide flexibility for SPs to integrate their subsystem solutions through clearly communicated standards, expectations, and artifacts.
Contractor will effect the integration of solutions into the Medicaid Enterprise using SCDHHS prescribed standards. These solutions shall include:
Administrative Services Organization (ASO) - An ASO vendor will be procured to provide systems and business operations related to provider enrollment and management; and medical (non-pharmacy and non-dental) claims adjudication, and prior authorizations.
Business Intelligence System (BIS) – A BIS vendor will be procured to guide and direct the Medicaid Enterprise focus to mainly analytical tools as opposed to reliance on transactional or operational tools. Contractor will provide oversight and integration strategy to the BIS vendor to ensure seamless integration into the RMMIS. This corresponds to SCDHHS' exit from managing each claim to managing the Medicaid population with a focus on population health. Thus, reporting and analytics becomes the "core" of a managed care-centric MMIS, rather than the Medicaid fee-for-service (FFS) claims payment system.
Accounting and Finance – SCDHHS has determined that the state’s SAP system, known as the South Carolina Enterprise Information System (SCEIS), can be leveraged to manage all SCDHHS financial functions related to Medicaid expenditures and recoveries. SCEIS, serving as SCDHHS’ accounting system, will be the source of truth for accounts payable, establishment and collection of account receivables, recording and dispositioning of cash receipts, budget postings, payments and reporting.
Pharmacy Benefits Administrator (PBA) – A PBA vendor will be procured to provide a flexible, robust pharmacy solution that will improve visibility through the use of business rules management, business process management, and business activity monitoring tools.
Third Party Liability (TPL) – A TPL vendor will be procured to implement an identification and verification program that leverages all available technology and other resources related to health insurance identification and inquiry, data match (where available/applicable), electronic commerce, and other verification processes.
Dental ASO (DASO) – A Dental ASO vendor will be procured to utilize to the extent feasible the most current cost-efficient technology, hardware, and software available to provide a dental claims adjudication system with simultaneous data transmission and receipt capability.
For an estimated solution timeline, see PL 001. For further details on milestone review dates for solutions, see PL 010.
SCDHHS Project Management Office (PMO) and Enterprise Services (ES) units have established governance standards, technical architecture platform standards, and systems integration standards to which Contractor will execute when integrating the solutions.
SCDHHS will implement a portal integration framework that provides the single sign-on (SSO) and identity infrastructure for the distributed MMIS. SCDHHS expects the portal to be a standardized integration and security framework that leverages open identity standards. The framework will unify the security profile of the MMIS subsystems and provide an agency-wide SSO to meet the SCDHHS identity and access management standards for organizational, non-organizational, and public identities.
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The common integration framework will allow SCDHHS to standardize on a single, unified user experience with common branding standards. In addition, an industry standard framework guarantees common platform capabilities and supports efficient and cost-effective replacement of subsystems for business-to-consumer (B2C) interactions.
Separate from this Contract, SCDHHS will procure the framework for Enterprise Data Services (EDS), a coordinated system of data integration technologies designed to manage, access, ingest, materialize, and deliver SCDHHS data. EDS will reduce management and technical stress on subsystems by providing a near real-time consolidated operational view of MMIS data for SCDHHS staff. Additionally, a vendor-hosted decision support system, BIS, will be a recipient of the EDS data structures. BIS will optimize access to large historical and cross-functional data sets that facilitate strategic analyses without affecting operational performance. The combination of these two data sources (EDS and BIS) will provide the mechanism for SCDHHS to garner superior insight, while maintaining more stringent control of the organization’s mission-critical data. SCDHHS intends to research and standardize on operational data reporting solutions that can leverage EDS to meet both technical and non-technical reporting needs.
SCDHHS will also continue to expose and integrate existing systems-as-services to leverage the current IT investments. The critical technical development objectives include:
Moving SCDHHS production workloads efficiently.
Providing appropriate and sufficient disaster recovery and business continuity capabilities.
Facilitating the migration and transition of SCDHHS business owner applications into new processing environments.
1.4.1 TECHNICAL APPROACH
SCDHHS’ strategy to distribute MMIS functionality across independent subsystems (i.e., solutions), while maintaining control over SCDHHS data, hinges on enabling technical infrastructure. SCDHHS will establish and govern the standards for a Medicaid Enterprise service-oriented architecture (SOA), while SCDHHS and vendor project teams will execute the implementation of those standards.
The following principles guide SCDHHS’ technical strategy:
Create a SCDHHS portal to deliver information and services in a consistent, controlled manner to diverse users.
Use an enterprise service bus (ESB)-based integration hub to transform and route data between subsystems, EDS, and portal.
Use a multi-vendor approach to integrate best-of-industry solutions with the Medicaid Enterprise.
Emphasize distributed systems and a modular approach to information system services to minimize dependency of one service on the implementation details of another service.
With this procurement, partner with Contractor to develop the integration hub and execute SCDHHS’ integration strategy.
Establish a Medicaid Enterprise governance model to monitor and measure the RMMIS Program’s performance, while providing support and guidance to SIOPS, internal teams, and other vendors.
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The ESB-based integration hub will facilitate integration and maintain transactional efficiency between the distributed MMIS modules and subsystems, while EDS will be a coordinated system of data integration technologies designed to manage, access, ingest, materialize, and deliver SCDHHS data.
Wrapped around these components will be the SCDHHS portal, providing an interface for users to interact with SCDHHS and its services. The diagram below illustrates how these components will interact as part of SCDHHS’ modular approach to integrating multiple distributed solutions into the Medicaid Enterprise. The diagram below is also available in the procurement library (PL 002).
Table. – Enterprise Architecture Acronyms
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Acronym
Definition Details
ACCT Accounting and Finance Accounting and Financial RMMIS subsystem. An integrated Medicaid Financial Management System that will include budgeting, accounting, cash management, grant management, financial management, and financial reporting.
ASO Administrative Services Organization ASO RMMIS subsystem. The ASO will implement a system that provides outsourced solutions for Medicaid medical claims adjudication.
BIS Business Intelligence System Analytics and Reporting RMMIS subsystem. Expansion of decision support system (DSS) and surveillance utilization review system (SURS), and tool to access and present Program data.
DASO Dental ASO Dental RMMIS subsystem, which will replace the legacy dental solution currently in operation.
EDS Enterprise Data Services The coordinated system of data integration technologies designed to manage, access, ingest, materialize, and deliver SCDHHS data.
MMRS Member Management Replacement System
Medicaid member eligibility and enrollment determination system.
ECMS Enterprise Content Management System
Tools used to capture, manage, store, preserve, and deliver content and documents related to organizational processes.
EDI Electronic Data Interchange The structured transmission of data between organizations by electronic means.
ESB Enterprise Service Bus An integration infrastructure used to implement independent sharing of data and business processes among any connected Web service.
ETL Extract, Transform, and Load Processes that enable entities to move, reformat, and cleanse data from multiple sources. Also used to load data into another database, data mart, or data warehouse for analysis.
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Acronym
Definition Details
MCO Managed Care Organization Entities that serve beneficiaries on a risk basis through a network of contracted providers.
MDM Master Data Management A discipline in which business and IT work together to ensure the uniformity, accuracy, stewardship, semantic consistency and accountability of the Medicaid Enterprise's official shared master data assets.
MFT Managed File Transfer Technology that provides the secure transfer of data in an efficient and a reliable manner, with a focus on managing the transfer of large file sizes and volume.
PBA Pharmacy Benefits Administrator Pharmacy RMMIS subsystem, which will replace the legacy pharmacy solution currently in operation.
REF ADMIN
Reference Administration Business Process Management automation tools to streamline SCDHHS’ decision and approval process for the governance of reference data.
SYNC Data Synchronization A form of embedded middleware that allows applications to update data on two systems so that the data sets are identical.
TPL Third Party Liability Third Party Liability RMMIS subsystem. System that manages the legal obligation of third parties to pay all or part of the expenditures for medical assistance furnished under a State plan.
1.4.1.1 SCDHHS PORTAL
A centralized security and application integration architecture will be required to seamlessly move to the distributed MMIS and the array of vendors and subsystems supporting the SCDHHS business processes. The key to ensuring the distributed MMIS’ compliance with MARS-E for critical security and privacy requirements is an overarching security framework. To ensure compliance, SCDHHS intends to implement a horizontal portal with a robust, open security framework, and open integration standards.
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Administrators, providers, citizens, and other users will have a centralized location to access, submit, and manage interactions. They will also have the ability to self-manage and to electronically monitor accounts and history.
SCDHHS will be able to direct relevant content and information to individual users, groups and roles, and adapt page content based on user attributes. To ensure secure, authorized access, the identity management solution will handle user requests coming through the portal, manage access rights and privileges, and provide SSO for services.
SCDHHS standards will require the use of common development practices to construct consistent, digital touchpoints across the Medicaid Enterprise. Incorporating the portal standards around the legacy MMIS will facilitate transitioning modules from the legacy system into the new modular solution. The portal will wrap around future solutions, which could include off-the-shelf technologies (such as COTS, GOTS, and open source) or development of new technologies, implemented and hosted by SCDHHS or vendors.
Critical components of the portal will be:
Identity federation for organizational, non-organizational, and public identities.
Federated identity provider for SCDHHS- and vendor-supported subsystems through open security standards (such as SAML and OAuth).
Self-service profile management solutions to meet non-organizational and public security standards.
Common branding to provide a unified user experience for consumers.
Seamless user experience served by a robust, open integration framework.
Personalized and contextualized content delivery for critical MMIS content (such as fee schedules and operational manuals).
1.4.1.2 INTEGRATION HUB
The technology-agnostic integration hub will provide integration services to components (solutions/subsystems), allowing flexibility in modifying a component without affecting the performance of other components. The integration hub will be able to connect with any application developed using industry-standard practices and conforming to SCDHHS standards in the Technical Reference Architecture (TRA), (PL 006).
In conjunction with Medicaid Enterprise tools (such as the business rules manager and the customer data integrator), the integration hub will automatically route and transform messages between components, ensuring that data arrives at its destination in standard, usable formats. SCDHHS will use an ESB pattern to implement SCDHHS’ SOA. The ESB-based integration hub will route process and system services. Process services contain business logic that couples the system services and business logic to create composite business services. For example, an enrollment form page displayed to a
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provider may depend on the page elements mapped to the taxonomy code entered by the provider. System services perform small system functions such as creating, retrieving, updating, or deleting data.
In addition to providing services to the users and components, the integration hub will handle electronic data interchange (EDI) file transfers. In SCDHHS’ legacy MMIS environment, the Axiom platform formats these files to/from the format that MMIS requires. In the future, SCDHHS intends for the integration hub to route the data though a master data management (MDM) tool to remove duplicate records, to standardize data, and to incorporate rules to prevent incorrect data from entering the EDS framework.
1.4.1.3 ENTERPRISE DATA SERVICES
The EDS framework includes a consolidated repository of data collected from distributed Medicaid Enterprise systems in order to provide ready access to critical decision-making data elements for operations, data-trading, business process redesign, and analytics activities. Leveraging an operational data store (ODS), EDS will capture enterprise transactions and support operational decision-making, while segregating the repositories and data stored for historical and cross-functional data analysis. EDS will reduce management and technical stress on subsystems by providing a near real-time consolidated operational view of MMIS data for SCDHHS operational and program staff. The EDS framework consists of the following:
Highly available non-relational (NoSQL) databases that will store significant quantities of raw structured and unstructured data for the purposes for further processing, materialization, and master data management.
Highly available relational enterprise databases that will support online transactional processing (OLTP) for data entry and retrieval as well as EDI file transfers. SCDHHS intends to store all types of Medicaid data (Provider, Claims, Member, Reference, etc.).
Enterprise tools repositories that will handle the database requirements of individual application—read: not real enterprise data—processing. For example, batch EDI processing may need to retain records while translating the inbound or outbound data. The tools repository will be maintained and extended as needed.
Data mart(s), the access layer of the EDS framework, which will be used to provide data to the users. Whereas the data in the ODS has an enterprise-wide depth, the information in data marts pertains to a single slice of the data based on individual operational needs.
The diagrams below depict how EDS will integrate into the SCDHHS Medicaid Enterprise.
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In order to meet all identified federal security standards, and to include MARS-E and 45 CFR Part 170, Subpart B (where applicable), security and privacy of data will be handled by:
Encryption-at-rest using database standards such as transparent data encryption (TDE). Encryption-in-transit using industry connection/networking standards such as secure socket
layer (SSL) and virtual private network (VPN). Connection or context-specific redaction based on data governance rules.
1.4.2 TACTICAL SYSTEM IMPROVEMENTS
1.4.2.1 LEGACY MMIS INTERFACES
To prepare for multiple vendor-hosted subsystems as outlined in the technology strategy, SCDHHS will create application program interfaces (APIs) to its legacy MMIS mainframe system. SCDHHS will use a standard ESB platform integration approach and standard data interface methods to integrate new front-facing subsystems or new internal-facing data systems. Processes identified as having integration requirements to the legacy mainframe system include:
Provider data Financial (payment) data Member Eligibility data Reference data
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These APIs will allow critical replacement subsystem components to be implemented while continuing to leverage the legacy MMIS adjudication processes. When replacement adjudication processes have been implemented, these APIs will be retired.
1.4.2.2 PROVIDER MANAGEMENT AND
ENROLLMENT
SCDHHS will procure a vendor-hosted Provider Management and Enrollment subsystem as a component of the ASO implementation. However, several tactical enhancements to improve the legacy subsystem will position SCDHHS to leverage the replacement subsystem in a more expedited manner. The improvements include:
Procuring an Affordable Care Act (ACA)-compliant automated provider screening process.This effort will allow SCDHHS to perform provider screening services in a fraction of the current time (seconds instead of hours).
Leveraging XML data currently generated by the Provider Management and Enrollment subsystem. The legacy MMIS system does not capture the data provided during the provider enrollment process; leveraging that operational data is a manual and expensive process. SCDHHS will stand up its EDS framework to introduce data processes to make the XML data available and to realize operational efficiencies. The replacement Provider Management and Enrollment subsystem development effort will leverage the data design to add the XML data to EDS and will benefit from the availability and quality of the XML data. An integral part of South Carolina’s data ownership strategy includes ready access to the enrollment data.
Introducing address validation and verification services to the enrollment process. Using SOA principles from the technology strategy, SCDHHS will implement a reusable service that the legacy enrollment system and other SCDHHS systems can leverage. SOA architecture will allow this service to be surfaced to the legacy enrollment process, and the benefit gained from the effort, which has minimal design, development, and implementation (DDI), can be immediately realized in the quality of the data available to EDS. Then, SCDHHS can reuse this SOA-based service for all RMMIS subprojects, while also improving the quality of the provider data for the distributed MMIS subsystems.
Integrating the legacy Provider Enrollment subsystem with its current legacy MMIS mainframe system. Strategically, SCDHHS will create legacy MMIS mainframe APIs to support all replacement efforts (as outlined in Legacy MMIS Interfaces (APIs) section). Reusing the SOA principles governing integration efforts, SCDHHS can automate the delivery of current provider enrollment data to its legacy system (with an extremely minimal DDI effort). This effort will eliminate the existing manual data-entry effort for provider data. Additionally, the replacement subsystem will be able to leverage the integration API. Automating the delivery of provider enrollment data to the legacy MMIS (via APIs) will also ensure high quality data provided to the RMMIS.
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1.4.3 ENTERPRISE OWNERSHIP
This technical strategy will allow SCDHHS to maintain strict ownership over Medicaid Enterprise data and its enabling technical infrastructure. Similarly, SCDHHS has taken strategic steps to establish and maintain ownership of the Medicaid Enterprise from a programmatic perspective. When viewed holistically, Program-level strategies focusing on governance, contract management, and project management are indicative of SCDHHS’ desire to dictate how the RMMIS technical vision will be designed, developed, and implemented.
A strong governance structure will be needed to accomplish the Program’s high-level goals and objectives. While SCDHHS will outsource multi-vendor technical and project integration, SCDHHS will not outsource direct control of the project nor its related implementations. For all modules and subsystems, SCDHHS will define the framework, which will include standards, processes, and service definitions, and Contractor, as a part of handling the Multi-Vendor Integration (MVI), will leverage that framework to manage the entities responsible for implementation, regardless if they are third-party vendors, other state entities, or internal teams.
With the formation of a Steering Committee, SCDHHS will further illustrate its commitment to a strong steering and decision-making approach. The Steering Committee will stipulate all stakeholder roles and responsibilities while facilitating constant assessments of project progress and vendor performance. The Steering Committee will make decisions for the Medicaid Enterprise because it owns the Medicaid Enterprise.
Steering Committee membership will include, at a minimum:
Chief Information Officer (CIO) Chief Information Security Officer (CISO) SCDHHS PMO Director Contracts Management Director Enterprise Systems Director IT Services Director RMMIS Program Director RMMIS Project Manager
A key responsibility of the Steering Committee will be to dictate operating principles to Contractor, including how gaps, risks, and issues are to be addressed. With oversight from the Steering Committee, the RMMIS Program will manage Contractor, as well as the other RMMIS vendors, through Service Level Agreements (SLAs) and contract management. Information Technology Infrastructure Library (ITIL) service level management will dictate key performance indicators (KPIs) that will be tied into the governance framework and used to measure the performance of Contractor and other RMMIS SPs.
The diagram below (PL 003) illustrates the governance structure that will control the MVI environment. Contractor will be responsible for the integration of both internal and external solutions, and it will report on project status, risks, and Deliverables to RMMIS Leadership, a group (which will include the RMMIS Program Director and the RMMIS Project Manager) that represents the RMMIS Program. Detailed responsibilities of all stakeholder groups are outlined in SIOPS Roles and Responsibilities Matrix, which can be found in the procurement library (PL 004).
21
The current Program organizational chart (PL 005), including RMMIS Leadership, is illustrated in the chart below.
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2 INSTRUCTIONS TO OFFERORS - A. GENERAL INSTRUCTIONS
2.1 DEFINITIONS, CAPITALIZATION, AND HEADINGS (DEC 2015)
CLAUSE HEADINGS USED IN THIS SOLICITATION ARE FOR CONVENIENCE ONLY AND SHALL NOT BE USED TO CONSTRUE MEANING OR INTENT. EVEN IF NOT CAPITALIZED, THE FOLLOWING DEFINITIONS ARE APPLICABLE TO ALL PARTS OF THE SOLICITATION, UNLESS EXPRESSLY PROVIDED OTHERWISE.
AMENDMENT means a document issued to supplement the original solicitation document.
AUTHORITY means the State Fiscal Accountability Authority or its successor in interest.
BUSINESS means any corporation, partnership, individual, sole proprietorship, joint stock company, joint venture, or any other legal entity. [11-35-310(3)]
CHANGE ORDER means any written alteration in specifications, delivery point, rate of delivery, period of performance, price, quantity, or other provisions of any contract accomplished by mutual agreement of the parties to the contract. [11-35-310(4)]
CONTRACT See clause entitled Contract Documents & Order of Precedence.
CONTRACT MODIFICATION means a written order signed by the procurement officer, directing Contractor to make changes which the clause of the Contract titled "Changes," if included herein, authorizes the Procurement Officer to order without the consent of Contractor. [11-35-310(9)]
CONTRACTOR means the Offeror receiving an award as a result of this solicitation.
COVER PAGE means the top page of the original solicitation on which the solicitation is identified by number. Offerors are cautioned that Amendments may modify information provided on the Cover Page.
OFFER means the bid or proposal submitted in response this solicitation. The terms Bid and Proposal are used interchangeably with the term Offer.
OFFEROR means the single legal entity submitting the Offer. The term Bidder is used interchangeably with the term Offeror. See bidding provisions entitled Signing Your Offer and Bid/Proposal As Offer To Contract.
PAGE TWO means the second page of the original solicitation, which is labeled Page Two.
PROCUREMENT OFFICER means the person, or his successor, identified as such on either the Cover Page, an amendment, or an award notice.
YOU and YOUR means Offeror.
SOLICITATION means this document, including all its parts, attachments, and any Amendments.
STATE means the Using Governmental Unit(s) identified on the Cover Page.
SUBCONTRACTOR means any person you contract with to perform or provide any part of the work.
US or WE means the using governmental unit.
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USING GOVERNMENTAL UNIT means the unit(s) of government identified as such on the Cover Page. If the Cover Page identifies the Using Governmental Unit as "Statewide Term Contract," the phrase "Using Governmental Unit" means any South Carolina Public Procurement Unit [11-35-4610(5)] that has submitted a Purchase Order to you pursuant to the Contract resulting from this solicitation. Reference the clauses titled "Purchase Orders" and "Statewide Term Contract."
WORK means all labor, materials, equipment, services, or property of any type, provided or to be provided by Contractor to fulfill Contractor's obligations under the Contract.
[02-2A003-3]
2.2 ADDITIONAL DEFINTIONS (SCDHHS)
ACTUAL OPERATIONAL START DATE is the actual date on which SCDHHS determines, in its sole discretion, that the ASO system is operational substantially as a whole, and has begun generating official data of record for all functional areas of adjudication of medical Claims.
DEFECT means any aspect of a Deliverable’s performance that does not meet its requirements.
DELIVERABLE means those items identified in the Contract to be delivered by Contractor to the State including, without limitation, the acquired items, hardware, services, software, tangibles, and intangibles required hereunder.
INDEPENDENT ASSESSMENT OF SECURITY AND PRIVACY CONTROLS means any assessment of security and privacy controls performed by independent assessors or assessment teams. Independent assessors or assessment teams are individuals or groups that conduct impartial assessments of organizational information systems. Impartiality implies that assessors are free from any perceived or actual conflicts of interest with regard to development, operation, or management of the organizational information systems under assessment or to the determination of security and privacy control effectiveness.
MEDICAID ENTERPRISE means the hardware, software, and services designed to meet the demands of South Carolina’s Medicaid beneficiaries, stakeholders, and appropriate staff.
MILESTONES mean significant specific points along a project timeline. These points may signal anchors, a need for external review, or input. In many instances, Milestones do not impact project duration. Instead, they focus on major progress points that must be reached to achieve success.
MULTI-VENDOR INTEGRATION (MVI) means the integration and verification of a business specific configuration and/or series of solutions within a multi-vendor environment.
SIOPS means the entity, i.e. Contractor, responsible for systems integrations activities.
SOFTWARE AS A SERVICE (SAAS) means a model of software delivery in which software is licensed on a subscription basis and is centrally hosted.
SOLUTION means the collection of hardware, software, and/or services designed to meet specific SCDHHS business needs or levels of functionality. Solutions may be referred to as “components,” “subsystems,” or “modules” throughout this RFP. These terms are synonymous.
2.3 AMENDMENTS TO SOLICITATION (JAN 2004)
(a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors should monitor the following web site for the issuance of Amendments: www.procurement.sc.gov (b) Offerors shall acknowledge receipt of any amendment to this solicitation (1) by signing and returning
24
the amendment, (2) by identifying the amendment number and date in the space provided for this purpose on Page Two, (3) by letter, or (4) by submitting a bid that indicates in some way that the bidder received the amendment. (c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged. [02-2A005-1]
2.4 AUTHORIZED AGENT (FEB 2015)
All authority regarding this procurement is vested solely with the responsible Procurement Officer. Unless specifically delegated in writing, the Procurement Officer is the only government official authorized to bind the government with regard to this procurement or the resulting Contract. [02-2A007-1]
2.5 AWARD NOTIFICATION (FEB 2015)
Notice regarding any award, cancellation of award, or extension of award will be posted at the location and on the date specified on the Cover Page or, if applicable, any notice of extension of award. Should the Contract resulting from this Solicitation have a total or potential value of one hundred thousand dollars or more, such notice will be sent to all Offerors responding to the Solicitation and any award will not be effective until the eleventh day after such notice is given. [02-2A010-2]
2.6 BID/PROPOSAL AS OFFER TO CONTRACT (JAN 2004)
By submitting Your Bid or Proposal, You are offering to enter into a contract with the Using Governmental Unit(s). Without further action by either party, a binding contract shall result upon final award. Any award issued will be issued to, and the Contract will be formed with, the entity identified as the Offeror on the Cover Page. An Offer may be submitted by only one legal entity; "joint bids" are not allowed. [02-2A015-1]
2.7 BID ACCEPTANCE PERIOD (JAN 2004)
In order to withdraw Your Offer after the minimum period specified on the Cover Page, You must notify the Procurement Officer in writing. [02-2A020-1]
2.8 BID IN ENGLISH and DOLLARS (JAN 2004)
Offers submitted in response to this solicitation shall be in the English language and in US dollars, unless otherwise permitted by the Solicitation. [02-2A025-1]
2.9 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (MAY 2008)
GIVING FALSE, MISLEADING, OR INCOMPLETE INFORMATION ON THIS CERTIFICATION MAY RENDER YOU SUBJECT TO PROSECUTION UNDER SECTION 16-9-10 OF THE SOUTH CAROLINA CODE OF LAWS AND OTHER APPLICABLE LAWS.
(a) By submitting an Offer, the Offeror certifies that-
(1) The prices in this Offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other Offeror or competitor relating to-
(i) Those prices;
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(ii) The intention to submit an Offer; or
(iii) The methods or factors used to calculate the prices offered.
(2) The prices in this Offer have not been and will not be knowingly disclosed by the Offeror, directly or indirectly, to any other Offeror or competitor before bid opening (in the case of a sealed bid solicitation) or Contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the Offeror to induce any other concern to submit or not to submit an Offer for the purpose of restricting competition.
(b) Each signature on the Offer is considered to be a certification by the signatory that the signatory-
(1) Is the person in the Offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this certification; or
(2)(i) Has been authorized, in writing, to act as agent for the Offeror’s principals in certifying that those principals have not participated, and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this certification [As used in this subdivision (b)(2)(i), the term "principals" means the person(s) in the Offeror’s organization responsible for determining the prices offered in this bid or proposal];
(ii) As an authorized agent, does certify that the principals referenced in subdivision (b)(2)(i) of this certification have not participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this certification; and
(iii) As an agent, has not personally participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this certification.
(c) If the Offeror deletes or modifies paragraph (a)(2) of this certification, the Offeror must furnish with its Offer a signed statement setting forth in detail the circumstances of the disclosure. [02-2A032-1]
2.10 CERTIFICATION REGARDING DEBARMENT AND OTHER RESPONSIBILITY
MATTERS (JAN 2004)
(a) (1) By submitting an Offer, Offeror certifies, to the best of its knowledge and belief, that-
(i) Offeror and/or any of its Principals-
(A) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency;
(B) Have not, within a three-year period preceding this Offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of Offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and
(C) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision.
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(ii) Offeror has not, within a three-year period preceding this Offer, had one or more contracts terminated for default by any public (Federal, state, or local) entity.
(2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions).
(b) Offeror shall provide immediate written notice to the Procurement Officer if, at any time prior to contract award, Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
(c) If Offeror is unable to certify the representations stated in paragraphs (a)(1), Offer must submit a written explanation regarding its inability to make the certification. The certification will be considered in connection with a review of the Offeror's responsibility. Failure of the Offeror to furnish additional information as requested by the Procurement Officer may render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly or in bad faith rendered an erroneous certification, in addition to other remedies available to the State, the Procurement Officer may terminate the contract resulting from this solicitation for default.
[02-2A035-1]
2.11 CODE OF LAWS AVAILABLE (JAN 2006)
The South Carolina Code of Laws, including the Consolidated Procurement Code, is available at:
http://www.scstatehouse.gov/code/statmast.php
The South Carolina Regulations are available at:
http://www.scstatehouse.gov/coderegs/statmast.php
[02-2A040-2]
2.12 DISCLOSURE OF CONFLICTS OF INTEREST OR UNFAIR COMPETITIVE
ADVANTAGE (FEB 2015)
You warrant and represent that your Offer identifies and explains any unfair competitive advantage you may have in competing for the proposed contract and any actual or potential conflicts of interest that may arise from your participation in this competition or your receipt of an award. The two underlying principles are (a) preventing the existence of conflicting roles that might bias a Contractor's judgment, and (b) preventing an unfair competitive advantage. If you have an unfair competitive advantage or a conflict of interest, the state may withhold award. Before withholding award on these grounds, an Offeror will be notified of the concerns and provided a reasonable opportunity to respond. Efforts to avoid or mitigate such concerns, including restrictions on future activities, may be considered. Without limiting the foregoing, you represent that your Offer identifies any services that
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relate to either this solicitation or the work and that has already been performed by you, a proposed subcontractor, or an affiliated business of either. [02-2A047-2]
2.13 DEADLINE FOR SUBMISSION OF OFFER (JAN 2004)
Any Offer received after the Procurement Officer of the governmental body or his designee has declared that the time set for opening has arrived, shall be rejected unless the Offer has been delivered to the designated purchasing office or the governmental body's mail room which services that purchasing office prior to the opening. [R.19-445.2070(G)] [02-2A050-1]
2.14 DRUG FREE WORK PLACE CERTIFICATION (JAN 2004)
By submitting an Offer, Contractor certifies that, if awarded a contract, Contractor will comply with all applicable provisions of The Drug-free Workplace Act, Title 44, Chapter 107 of the South Carolina Code of Laws, as amended. [02-2A065-1]
2.15 DUTY TO INQUIRE (FEB 2015)
Offeror, by submitting an Offer, represents that it has read and understands the Solicitation and that its Offer is made in compliance with the Solicitation. Offerors are expected to examine the Solicitation thoroughly and should request an explanation of any ambiguities, discrepancies, errors, omissions, or conflicting statements in the Solicitation. Failure to do so will be at the Offeror's risk. All ambiguities, discrepancies, errors, omissions, or conflicting statements in the Solicitation shall be interpreted to require the better quality or greater quantity of work and/or materials, unless otherwise directed by amendment. Offeror assumes responsibility for any patent ambiguity in the Solicitation that Offeror does not bring to the State's attention. See clause entitled "Questions from Offerors." [02-2A070-2]
2.16 ETHICS CERTIFICATE (MAY 2008)
By submitting an Offer, the Offeror certifies that the Offeror has and will comply with, and has not, and will not, induce a person to violate Title 8, Chapter 13 of the South Carolina Code of Laws, as amended (ethics act). The following statutes require special attention: Section 8-13-700, regarding use of official position for financial gain; Section 8-13-705, regarding gifts to influence action of public official; Section 8-13-720, regarding offering money for advice or assistance of public official; Sections 8-13-755 and 8-13-760, regarding restrictions on employment by former public official; Section 8-13-775, prohibiting public official with economic interests from acting on contracts; Section 8-13-790, regarding recovery of kickbacks; Section 8-13-1150, regarding statements to be filed by consultants; and Section 8-13-1342, regarding restrictions on contributions by Contractor to candidate who participated in awarding of contract. The state may rescind any contract and recover all amounts expended as a result of any action taken in violation of this provision. If Contractor participates, directly or indirectly, in the evaluation or award of public contracts, including without limitation, change orders or task orders regarding a public contract, Contractor shall, if required by law to file such a statement, provide the statement required by Section 8-13-1150 to the procurement officer at the same time the law requires the statement to be filed. [02-2A075-2]
2.17 IRAN DIVESTMENT ACT - CERTIFICATION (DEC 2015)
(a) The Iran Divestment Act List is a list published by the Authority pursuant to Section 11-57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: http://procurement.sc.gov/PS/PS-iran-divestment.phtm (.) Section 11-57-310 requires
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the government to provide a person ninety days written notice before he is included on the list. The following representation, which is required by Section 11-57-330(A), is a material inducement for the State to award a contract to you. (b) By signing your Offer, you certify that, as of the date you sign, you are not on the then-current version of the Iran Divestment Act List. (c) You must notify the Procurement Officer immediately if, at any time before posting of a final statement of award, you are added to the Iran Divestment Act List. [02-2A077-2]
2.18 OMIT TAXES FROM PRICE (JAN 2004)
Do not include any sales or use taxes in Your price that the State may be required to pay. [02-2A080-1]
2.19 OPEN TRADE REPRESENTATION (JUN 2015)
By submitting an Offer, Offeror represents that Offeror is not currently engaged in the boycott of a person or an entity based in or doing business with a jurisdiction with whom South Carolina can enjoy open trade, as defined in SC Code Section 11-35-5300. [02-2A083-1]
2.20 PROTESTS (JUN 2006)
Any prospective bidder, Offeror, Contractor, or subcontractor who is aggrieved in connection with the solicitation of a contract shall protest within fifteen days of the date of issuance of the applicable solicitation document at issue. Any actual bidder, Offeror, Contractor, or subcontractor who is aggrieved in connection with the intended award or award of a contract shall protest within ten days of the date notification of award is posted in accordance with this code. A protest shall be in writing, shall set forth the grounds of the protest and the relief requested with enough particularity to give notice of the issues to be decided, and must be received by the appropriate Chief Procurement Officer within the time provided. See clause entitled "Protest-CPO". [Section 11-35-4210] [02-2A085-1]
2.21 PROHIBITED COMMUNICATIONS AND DONATIONS (FEB 2015)
Violation of these restrictions may result in disqualification of your Offer, suspension or debarment, and may constitute a violation of law.
(a) During the period between publication of the solicitation and final award, you must not communicate, directly or indirectly, with the Using Governmental Unit or its employees, agents or officials regarding any aspect of this procurement activity, unless otherwise approved in writing by the Procurement Officer. All communications must be solely with the Procurement Officer. [R. 19-445.2010]
(b) You are advised to familiarize yourself with Regulation 19-445.2165, which restricts donations to a governmental entity with whom you have or seek to have a contract. You represent that your Offer discloses any gifts made, directly or through an intermediary, by you or your named subcontractors to or for the benefit of the Using Governmental Unit during the period beginning eighteen months prior to the Opening Date. [R. 19-445.2165] [02-2A087-1]
2.22 PUBLIC OPENING (JAN 2004)
Offers will be publicly opened at the date/time and at the location identified on the Cover Page, or last Amendment, whichever is applicable. [02-2A090-1]
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2.23 QUESTIONS FROM OFFERORS (FEB 2015 - M)
(a) Any prospective Offeror desiring an explanation or interpretation of the solicitation, drawings, specifications, etc., must request it in writing. Questions regarding the original solicitation or any amendment must be received by the Procurement Officer as stated on the Cover Page. Label any communication regarding your questions with the name of the procurement officer, and the solicitation's title and number. Oral explanations or instructions will not be binding. [See R. 19-445.2042(B)] Any information given a prospective Offeror concerning a solicitation will be furnished promptly to all other prospective Offerors as an Amendment to the solicitation, if that information is necessary for submitting Offers or if the lack of it would be prejudicial to other prospective Offerors. See clause entitled "Duty to Inquire." We will not identify you in our answer to your question. (b) The State seeks to permit maximum practicable competition. Offerors are urged to advise the Procurement Officer -- as soon as possible -- regarding any aspect of this procurement, including any aspect of the Solicitation that unnecessarily or inappropriately limits full and open competition. [See R. 19-445.2140]
All Offerors must use the format found in Attachment O when submitting questions:
2.24 REJECTION/CANCELLATION (JAN 2004)
The State may cancel this solicitation in whole or in part. The State may reject any or all proposals in whole or in part. [SC Code Section 11-35-1710 & R.19-445.2065] [02-2A100-1]
2.25 RESPONSIVENESS/IMPROPER OFFERS (JUN 2015)
(a) Bid as Specified. Offers for supplies or services other than those specified will not be considered unless authorized by the Solicitation.
(b) Multiple Offers. Offerors may submit more than one Offer, provided that each Offer has significant differences other than price. Each separate Offer must satisfy all Solicitation requirements. If this solicitation is an Invitation for Bids, each separate Offer must be submitted as a separate document. If this solicitation is a Request for Proposals, multiple Offers may be submitted as one document, provided that you clearly differentiate between each Offer and you submit a separate cost proposal for each Offer, if applicable.
(c) Responsiveness. Any Offer which fails to conform to the material requirements of the Solicitation may be rejected as nonresponsive. Offers which impose conditions that modify material requirements of the Solicitation may be rejected. If a fixed price is required, an Offer will be rejected if the total possible cost to the State cannot be determined. Offerors will not be given an opportunity to correct any material nonconformity. Any deficiency resulting from a minor informality may be cured or waived at the sole discretion of the Procurement Officer. [R.19-445.2070 and Section 11-35-1520(13)]
(d) Price Reasonableness: Any Offer may be rejected if the Procurement Officer determines in writing that it is unreasonable as to price. [R. 19-445.2070].
(e) Unbalanced Bidding. The State may reject an Offer as nonresponsive if the prices bid are materially unbalanced between line items or sub line items. A bid is materially unbalanced when it is based on prices significantly less than cost for some work and prices which are significantly overstated in relation to cost for other work, and if there is a reasonable doubt that the bid will result in the lowest overall cost to the State even though it may be the low evaluated bid, or if it is so unbalanced as to be tantamount to allowing an advance payment.
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(f) Do not submit bid samples or descriptive literature unless expressly requested. Unsolicited bid samples or descriptive literature will not be examined or tested, will not be used to determine responsiveness, and will not be deemed to vary any of the provisions of the solicitation. S.C. Code Ann. Reg. 19-445.2077(D). [02-2A105-2]
2.26 SIGNING YOUR OFFER (JAN 2004)
Every Offer must be signed by an individual with actual authority to bind the Offeror. (a) If the Offeror is an individual, the Offer must be signed by that individual. If the Offeror is an individual doing business as a firm, the Offer must be submitted in the firm name, signed by the individual, and state that the individual is doing business as a firm. (b) If the Offeror is a partnership, the Offer must be submitted in the partnership name, followed by the words by its Partner, and signed by a general partner. (c) If the Offeror is a corporation, the Offer must be submitted in the corporate name, followed by the signature and title of the person authorized to sign. (d) An Offer may be submitted by a joint venturer involving any combination of individuals, partnerships, or corporations. If the Offeror is a joint venture, the Offer must be submitted in the name of the Joint Venture and signed by every participant in the joint venture in the manner prescribed in paragraphs (a) through (c) above for each type of participant. (e) If an Offer is signed by an agent, other than as stated in subparagraphs (a) through (d) above, the Offer must state that is has been signed by an Agent. Upon request, Offeror must provide proof of the agent's authorization to bind the principal. [02-2A115-1]
2.27 STATE OFFICE CLOSINGS (JAN 2004)
If an emergency or unanticipated event interrupts normal government processes so that Offers cannot be received at the government office designated for receipt of bids by the exact time specified in the solicitation, the time specified for receipt of Offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal government processes resume. In lieu of an automatic extension, an Amendment may be issued to reschedule bid opening. If state offices are closed at the time a pre-bid or pre-proposal conference is scheduled, an Amendment will be issued to reschedule the conference. Useful information may be available at: http://www.scemd.org/planandprepare/disasters/severe-winter-weather
[02-2A120-3]
2.28 SUBMITTING CONFIDENTIAL INFORMATION (FEB 2015)
(An overview is available at www.procurement.sc.gov) For every document Offeror submits in response to or with regard to this solicitation or request, Offeror must separately mark with the word "CONFIDENTIAL" every page, or portion thereof, that Offeror contends contains information that is exempt from public disclosure because it is either (a) a trade secret as defined in Section 30-4-40(a)(1), or (b) privileged and confidential, as that phrase is used in Section 11-35-410. For every document Offeror submits in response to or with regard to this solicitation or request, Offeror must separately mark with the words "TRADE SECRET" every page, or portion thereof, that Offeror contends contains a trade secret as that term is defined by Section 39-8-20 of the Trade Secrets Act. For every document Offeror submits in response to or with regard to this solicitation or request, Offeror must separately mark with the word "PROTECTED" every page, or portion thereof, that Offeror contends is protected by Section 11-35-1810. All markings must be conspicuous; use color, bold, underlining, or some other method in order to conspicuously distinguish the mark from the other text. Do not mark your entire response (bid, proposal, quote, etc.) as confidential, trade secret, or protected. If your response, or any part thereof, is improperly marked as confidential or trade secret or protected, the
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State may, in its sole discretion, determine it nonresponsive. If only portions of a page are subject to some protection, do not mark the entire page. By submitting a response to this solicitation or request, Offeror (1) agrees to the public disclosure of every page of every document regarding this solicitation or request that was submitted at any time prior to entering into a contract (including, but not limited to, documents contained in a response, documents submitted to clarify a response, and documents submitted during negotiations), unless the page is conspicuously marked "TRADE SECRET" or "CONFIDENTIAL" or "PROTECTED", (2) agrees that any information not marked, as required by these bidding instructions, as a "Trade Secret" is not a trade secret as defined by the Trade Secrets Act, and (3) agrees that, notwithstanding any claims or markings otherwise, any prices, commissions, discounts, or other financial figures used to determine the award, as well as the final contract amount, are subject to public disclosure. In determining whether to release documents, the State will detrimentally rely on Offeror's marking of documents, as required by these bidding instructions, as being either "Confidential" or "Trade Secret" or "PROTECTED". By submitting a response, Offeror agrees to defend, indemnify and hold harmless the State of South Carolina, its agencies, officers and employees, from every claim, demand, loss, expense, cost, damage or injury, including attorney's fees, arising out of or resulting from withholding information by the State of South Carolina or any of its agencies, that Offeror marked as "confidential" or "trade secret" or "PROTECTED". (All references to S.C. Code of Laws.) [02-2A125-2]
2.29 SUBMITTING A PAPER OFFER OR MODIFICATION (MAR 2015)
Unless specifically instructed otherwise in the solicitation, you should submit your Offer or modification in accordance with the clause titled "ON-LINE BIDDING INSTRUCTIONS." Paper 0ffers are discouraged. If you must submit a paper Offer or modification the following instructions apply. (a) All prices and notations should be printed in ink or typewritten. Errors should be crossed out, corrections entered and initialed by the person signing the bid. Do not modify the solicitation document itself (including bid schedule). (b) (1) All copies of the Offer or modification, and any other documents required to be submitted with the Offer shall be enclosed in a sealed, opaque envelope or package. (2) Submit your Offer or modification to the address on the Cover Page. (3) The envelope or package must show the time and date specified for opening, the solicitation number, and the name and address of the bidder. If the Offer or modification is sent by mail or special delivery service (UPS, Federal Express, etc.), the outermost envelope or wrapper must be labeled "OFFER ENCLOSED" on the face thereof. (c) If you are responding to more than one solicitation, submit each Offer in a separate envelope or package. (d) Submit the number of copies indicated on the Cover Page. (e) Facsimile or e-mail Offers, modifications, or withdrawals, will not be considered unless authorized by the Solicitation. [02-2A130-2]
2.30 TAX CREDIT FOR SUBCONTRACTING WITH DISADVANTAGED SMALL
BUSINESSES (JAN 2008)
Pursuant to Section 12-6-3350, a taxpayer having a contract with this State who subcontracts with a socially and economically disadvantaged small business is eligible for an income tax credit equal to four percent of the payments to that subcontractor for work pursuant to the contract. The subcontractor must be certified as a socially and economically disadvantaged small business as defined in Section 11-35-5010 and regulations pursuant to it. The credit is limited to a maximum of fifty thousand dollars annually. A taxpayer is eligible to claim the credit for ten consecutive taxable years beginning with the taxable year in which the first payment is made to the subcontractor that qualifies for the credit. After the above ten consecutive taxable years, the taxpayer is no longer eligible for the credit. A taxpayer
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claiming the credit shall maintain evidence of work performed for the contract by the subcontractor. The credit may be claimed on Form TC-2, "Minority Business Credit." A copy of the subcontractor's certificate from the Governor's Office of Small and Minority Business (OSMBA) is to be attached to Contractor's income tax return. Questions regarding the tax credit and how to file are to be referred to: SC Department of Revenue, Research and Review, Phone: (803) 898-5786, Fax: (803) 898-5888. Questions regarding subcontractor certification are to be referred to: Governor's Office of Small and Minority Business Assistance, Phone: (803) 734-0657, Fax: (803) 734-2498. [02-2A135-1]
2.31 VENDOR REGISTRATION MANDATORY (JAN 2006)
You must have a state vendor number to be eligible to submit an Offer. To obtain a state vendor number, visit www.procurement.sc.gov and select New Vendor Registration. (To determine if your business is already registered, go to "Vendor Search"). Upon registration, you will be assigned a state vendor number. Vendors must keep their vendor information current. If you are already registered, you can update your information by selecting Change Vendor Registration. (Please note that vendor registration does not substitute for any obligation to register with the S.C. Secretary of State or S.C. Department of Revenue. You can register with the agencies at http://www.scbos.com/default.htm) [02-2A145-1]
2.32 WITHDRAWAL OR CORRECTION OF OFFER (JAN 2004)
Offers may be withdrawn by written notice received at any time before the exact time set for opening. If the Solicitation authorizes facsimile Offers, Offers may be withdrawn via facsimile received at any time before the exact time set for opening. A bid may be withdrawn in person by a bidder or its authorized representative if, before the exact time set for opening, the identity of the person requesting withdrawal is established and the person signs a receipt for the bid. The withdrawal and correction of Offers is governed by S.C. Code Section 11-35-1520 and Regulation 19-445.2085. [02-2A150-1]
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2 INSTRUCTIONS TO OFFERORS -- B. SPECIAL INSTRUCTIONS
2.33 CONFERENCE CALL – PRE-BID/PROPOSAL (JAN 2006 – M)
Pre-Bid/Proposal Conference Call Date and Time: 11/14/2016 10:00 AM – 12:00 PMLocation of Pre-Bid/Proposal: Conference CallChairperson Name: Michele P. Mahon, CPPBCompany: SC Department of Health and Human ServicesAccess Phone Number: 1-800-753-19657-Digit Access Code: Provided upon registration with the Procurement Officer
Due to the importance of all Offerors having a clear understanding of the specifications and requirements of this solicitation, a conference of potential Offerors will be held on the date specified on the cover page. Have a copy of the solicitation with you. Any changes resulting from this conference call will be noted in a written amendment to the solicitation. Your failure to participate on the call will not relieve the Contractor from responsibility for estimating properly the difficulty and cost of successfully performing the work, or for proceeding to successfully perform the work without additional expense to the State. The State assumes no responsibility for any conclusions or interpretations made by the Contractor based on the information made available at the conference. Nor does the State assume responsibility for any understanding reached or representation made concerning conditions which can affect the work by any of its officers or agents before the execution of this Contract, unless that understanding or representation is expressly stated in this Contract. [02-2B025-1]
2.34 CONTENTS OF OFFER (RFP) -- SOLUTIONS BASED (JAN 2006 M)
The following outline may be helpful in preparing your proposal. Your Offer should address each of the areas outlined below (as applicable) and provide the information requested. As your Offer will be evaluated based on the information you provide, failure to provide a complete and comprehensive presentation of your solution could negatively affect our evaluation of your Offer.
1. Executive Overview: Your Offer should include a summary of the proposed solution that reflects your understanding of both the state's needs and how your solution will satisfy those needs. Please explain your overall approach to the management of this effort, including a brief discussion of the total organization (structure and relationships among personnel and consultants/subcontractors).
2. Technical Overview: Your Offer should include a summary of the proposed technical solution with enough detail to demonstrate an understanding of the current environment and scope of the project
2.35 CLARIFICATION (NOV 2007)
Pursuant to Section 11-35-1520(8), the Procurement Officer may elect to communicate with you after opening for the purpose of clarifying either your Offer or the requirements of the solicitation. Such communications may be conducted only with Offerors who have submitted an Offer which obviously conforms in all material aspects to the solicitation. Clarification of an Offer must be documented in
1
writing and included with the Offer. Clarifications may not be used to revise an Offer or the solicitation. [Section 11-35-1520(8); R.19-445.2080] [02-2B055-1]
2.36 ELECTRONIC COPIES - REQUIRED MEDIA AND FORMAT (MAR 2015 - M)
In addition to your original Offer, you must submit an electronic copy or copies on compact disk (CD). Submit the number of copies indicated on the cover page. Each copy should be on separate media. Your business and technical proposals must be on separate media. Every disk or USB drive must be labeled with the solicitation number and the Offeror’s name, and specify whether its contents address technical proposal or price proposal. If multiple-disk sets are provided, each disk in the set must be appropriately identified as to its relationship to the set, e.g., 1 of 2. The electronic copy must be identical to the original Offer. File format shall be compatible with Microsoft Office (version 2003 or later), or Adobe Acrobat or equivalent Portable Document Format (.pdf) viewer. The Procurement Officer must be able to view, search, copy and print electronic documents without a password.
2.37 MAGNETIC MEDIA WITH DEMONSTRATION/ PRESENTATION (JAN 2006)
Compact discs included with your Offer may include a demonstration of the proposed solution and/or a presentation of your offer. The following formats are acceptable: Power Point, .qt, .mpeg, .mpg, .miv, .asf, .asx, .ra, .ram, .rm, .rmm, .aif, .aifc., aiff, .mov, .avi, .au, .snd, or .wav formats. If you use another format, the compact disc must include a self-executing viewer or player, with instructions. [02-2B075-1]
2.38 ON-LINE BIDDING INSTRUCTIONS (MAR 2015)
(a) Mandatory Registration. You must register before you can submit an Offer on line! See clause entitled "VENDOR REGISTRATION MANDATORY."
(b) Steps for On-Line Bidding
1 The link provided on the solicitation Cover Page will take you to our web based on-line bidding system, where you will enter and/or upload your Offer.
2 Follow the general user instructions posted at www.procurement.sc.gov under the heading "Submitting Offers."
3 Confirm your Offer has a status of "submitted" by refreshing the "RFx and Auctions" screen.
Only Offers with a status of "submitted" have been received by the State.
Offers with a status of "saved" have not been received.
4 Save or print a copy of your Offer using the "Print Preview" button after your Offer has been submitted.
[02-2B105-2]
2.39 OPENING PROPOSALS -- INFORMATION NOT DIVULGED (FEB 2015)
In competitive sealed proposals, neither the number or identity of Offerors nor prices will be divulged at opening. [Section 11-35-1530 & R. 19-445.2095(C)(1)] [02-2B110-2]
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2.40 PROTEST - CPO - ITMO ADDRESS (JUN 2006)
Any protest must be addressed to the Chief Procurement Officer, Information Technology Management Office, and submitted in writing
(a) By email to [email protected],
(b) By facsimile at 803-737-0102, or
(c) By post or delivery to 1201 Main Street, Suite 600, Columbia, SC 29201. [02-2B120-1]
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3 SCOPE OF WORK/SPECIFICATIONS
3.1 INTRODUCTION
3.1.1 SCOPE OF WORK STRUCTURE
This RFP focuses more on “what” functions Contractor and the delivered technology solutions must perform rather than “how” Contractor must perform those functions. The Scope of Work subsections describe the goals and strategy that SCDHHS believes will achieve the best overall solution for the Medicaid Enterprise.
3.2 CURRENT VENDORS’ STAFF INVOLVEMENT IN PROPOSALS
Offerors must ensure and agree that its contract consultants, part-time employees, full-time employees, subcontractors or any agent(s) working at SCDHHS on any current SCDHHS project not participate in the preparation of your Offer. Failure to comply may result in your Offer being rejected.
3.3 CONTRACT SCOPE AND STRUCTURE
The SIOPS Contract is an MVI initiative that requires Contractor to work with multiple SPs to ensure implementation of the individual solutions, integration of each solution into the Medicaid Enterprise, and for the duration of the Contract, oversight of ongoing operations and maintenance (O&M) of those systems once integrated. Execution of these responsibilities will be dynamic, as modules will be integrated, maintained, and, should circumstances dictate, replaced with new solutions in a staggered fashion over the course of the Contract.
Contractor will be responsible for managing SPs’ progress through the following phases:
Implementation Phase – This phase includes configuration and integration activities, begins on the SPs’ contract effective date, and extends until completion of all modular CMS certifications and resolution of all identified system and operations defects discovered prior to achieving CMS system certification. Transition to the Operations Phase is a milestone of the Implementation Phase. Certification activities will overlap into the Operations Phase.
Operations Phase – This phase begins on the SPs’ Actual Operational Start Date and continues until completion of turnover activities to a successor organization. Once a SP enters the Operations phase of its Contract, Contractor will provide integration operations support to that provider’s solution. Integration operations support shall include: future integrations to the integration hub and EDS based on SCDHHS change requests, access to ESB services, and defect fixes to EDS, the integration hub, and portal.
Turnover Phase – This phase begins upon notification by the Contract Administrator to the SPs to begin turnover activities and continues until termination, cancellation, rejection, or expiration of the SPs’ contract. Once a SP enters the Turnover Phase, Contractor will ensure turnover is successfully concluded according to the SCDHHS approved Turnover Plan. SCDHHS expects Contractor to coordinate all turnover of retiring solutions to new SPs as circumstances dictate.
As the systems integration resource for SCDHHS, Contractor may be requested to integrate other, non-RMMIS solutions to the integration hub. Such requests are outside the requested pricing of this
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Contract. SCDHHS is not asking Offerors to submit project budgets to cover these requests. Instead, they will be handled through formal change requests (see Section 7.23) in accordance with the terms of the Contract. Should SCDHHS identify a non-RMMIS system that requires integration during this Contract, it will work with Contractor to prioritize the new integration effort and modify the project schedule accordingly.
Table 3.3-1 shows the major Contract elements and their payment methodologies. For details on invoicing and payment, see Section 8.2 Invoicing and Payment. SCDHHS, in its sole discretion, may choose not to initiate individual elements. If SCDHHS intends to substantially change the quantity of work to greater or lesser amounts (within the general scope of the Contract), it will provide Contractor at least ninety (90) calendar days written notice of the planned change. As the table below denotes, a fixed price is required for configuration and solution integration activities. Should inadequate performance, as deemed by SCDHHS, or non-performance of a SP(s) or SCDHHS necessitate Contractor to expend additional time or resources to complete it tasks, SCDHHS will negotiate a Change Order. Also, if information not available to Offerors in the Procurement Library prior to their submission of Proposals is learned by the Contractor during the term of the Contract that cause a substantial change to the Contactor’s proposed resources, SCDHHS will negotiate a Change Order.
In order to negotiate Change Orders referenced in the paragraph above, SCDHHS must understand what is included in Contractor’s price. Therefore, Offerors must submit a basis of estimate (BOE) with their Price Proposal for Pricing Tables A and B. The BOEs must be a quantitative description of how a cost, price, or schedule was derived.
Contract Element Payment MethodologyIntegration Hub Configuration
Fixed price with milestone-based financing payments
EDS Configuration
Fixed price with milestone-based financing payments
Portal Configuration
Fixed price with milestone-based financing payments
Hosting Fixed price per monthSolution Integration
Fixed price
Solution Operations Support
Fixed price per month of operations per solution
Modification Pool As agreed to by the Parties when resorting to the poolTurnover Firm fixed price with milestone-based payments
Table 3.3-1. Contract Elements and Payment Methodologies
Details concerning the Contract duties for each of these elements can be found in the other subsections of Section 3.
3.4 MODIFICATION POOL
Multi-year information technology (IT) projects are frequently subject to scope changes due to circumstances beyond the control of the project (changes to State and Federal law, changes in State and SCDHHS priorities, new technologies, etc.) SCDHHS assumes that this will drive needed changes to
5
either system capabilities, business operations, or both. In order to facilitate such changes, the Contract includes a Modification Pool that will be used to accommodate change requests outside the scope of what is contained in the Contract and determined as essential to the functionality of the Medicaid Enterprise. The parties may agree to new Work using the pool that is contracted via fixed price, labor hours, or other methods agreed to at the time that the Work is added. Such agreement must be memorialized by a Change Order and approved by the State Procurement Office, prior to such change being effective. SCDHHS is under no obligation to utilize any portion of the Modification Pool.
Offerors shall propose labor categories and labor hourly rates for project and operations Work to be performed under the Modification Pool. It is important to include all labor categories likely to be engaged.
3.5 CONTRACT INCENTIVE STRUCTURE
This Contract will be managed using a performance and corrective action model. Included with its response, each Offeror must submit a project plan specifying how it will address the SCDHHS project and architecture standards (PL 006, PL 011, ATTM K).
Offerors shall provide KPIs as part of their submission. Baseline performance criteria shall be defined by a combination of MITA 3.0 standards, industry standards (Capability Maturity Model Integration (CMMI), ISO 9000, etc.), and other nationally recognized standards for configuration and integration activities. Offerors shall present KPIs as compared to the referenced industry standard KPIs and describe, in their project plan, how they will achieve those KPIs for configuration and integration activities. Contractor will be held responsible for project and risk management over SP activities, with metrics attached to timely notification of risks and issues, and the establishment of risk mitigation initiatives for identified risks. Failure on either of these activities or failures to meet KPIs will lead to initiation of a corrective action plan (CAP).
3.5.1 CONFIGURATION AND INTEGRATION ACTIVITY INCENTIVES
SCDHHS requires timely completion of all project milestones for Medicaid Enterprise configuration and SP integration activities, as defined by the project plan submitted by the selected vendor. Where payment milestones are not achieved, either because of failure to complete tasks according to scheduled deadlines or associated Deliverables do not meet project requirements, SCDHHS will apply negative incentives and execute CAP activities. Milestone timeliness is measured by the date on which Contractor submits a Deliverable that meets requirements, is free of all material defects, and is subsequently accepted by SCDHHS. During the term of the Contract, and within the context of a particular CAP, SCDHHS may address terms under which negative incentives can be recovered by Contractor based upon mutually accepted CAP criteria (e.g., achievement of CAP milestones ahead of schedule).
3.5.2 OPERATIONS AND SOLUTION OPERATIONS SUPPORT ACTIVITY
INCENTIVES
For all operations and solution operations support activities, there will be CAP activities applied to meeting the system and operational performance standards established by SCDHHS and Contractor upon initiation of the project.
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3.6 CONFLICTS OF INTEREST
Since Contractor performs mission critical duties involving large sums of public funds, Contractor must remain free of conflicts of interest that could bias its judgment or the advice it provides to the SCDHHS or improperly influence the performance of its duties.
Contractor is not entitled to receive revenue, directly or indirectly, for its Work from any other entity than SCDHHS. If Contractor receives remuneration from any entity other than SCDHHS for services performed on this Contract or related to this Contract, or if Contractor receives discounts or spreads that are not directly and totally reflected in the prices it charges to SCDHHS, Contractor shall disclose this fact and the amount of remuneration or discount/spread in writing to SCDHHS within ten (10) business days from receipt of the remuneration or discount/spread. SCDHHS, at its sole discretion, may offset future payments to Contractor or recoup previous payments commensurate with any external remuneration, and it may direct Contractor to terminate any agreements or relationships leading to the external remuneration, following which Contractor shall comply within thirty (30) days from the notification.
SCDHHS is releasing a number of RFPs associated with its Replacement MMIS program (PL 001). Offerors will be allowed to bid on multiple solicitations. However, Contractor awarded this Contract will be disqualified from being awarded any other contracts associated with the RMMIS Program.
3.7 CONTRACT FINANCIAL STRATEGY
3.7.1 CONTRACT FINANCIAL REPORTING
Contractor shall report on Contract financial status monthly, due on the fifth (5th) business day following month end. The information reported shall be consistent with and integrated with other management and technical reports. The data item description for the Monthly Status and Financial Report is contained in the Consolidated Deliverables Management List (CDML). (ATTM K)
3.7.2 USE OF BASES OF ESTIMATES
SCDHHS may direct Contractor to submit bases of estimates for effort and cost of Work as a pre-condition to executing a Purchase Order, Purchase Order Amendment, Contract Modification, or Change Order. A basis of estimate (BOE) is a quantitative description of how a cost, price, or schedule was derived. For example, if Contractor is to perform a substantial amount of Work in performance of a Change Order, the State may require that the effort be estimated in advance, and that Contractor provide the basis of estimate to the State.
3.8 SYSTEMS INTEGRATION AND OPERATIONS OBJECTIVES
Offeror will outline responsibilities and Deliverables for each requirements strategy section listed below. For further details related to the Medicaid Enterprise architecture framework, refer to PL 002 - EntArchDiag. For further details regarding governance, refer to PL 003 – SIOPSGov. For further details regarding detailed roles and responsibilities of all stakeholders, including SCDHHS, refer to PL 004 – SIOPS Matrix.
3.8.1 ARCHITECTURE
Contractor will be responsible for extending the SCDHHS Enterprise architecture as described by the TRA (PL 006) in the areas of integration with EDS, the integration hub, and portal in order to support
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the integration requirements of the SPs’ accepted solutions. Extension of the Enterprise architecture will consist of standardized implementations of specific requirements as well as custom implementations as recommended by Contractor and approved by SCDHHS through architectural change governance.
Contractor will coordinate with ES to evaluate the SCDHHS system architecture to verify it supports a multi-vendor environment, to ensure solutions are integrated into the SCDHHS SOA, and to work with SCDHHS to manage changes to architecture policies, processes, and procedures. Contractor will assist SCDHHS by designing, developing, and implementing RMMIS integration solutions within the scope of Enterprise architecture that adhere to platform, design, and service standards. If the SCDHHS architecture does not support a multi-vendor environment, Contractor will coordinate with ES to determine the gaps that need to be addressed and recommend changes to EDS, the integration hub, and portal in order to support the integration requirements of the SPs’ accepted solutions. Changes to the Enterprise architecture as recommended by Contractor will be approved by SCDHHS through architectural change governance.
Responsibilities shall include:
Configure Enterprise architecture to ES standards in support of SP integrations.
Evaluate system architecture and provide integration guidance for a multi-vendor implementation, including the recommended approach to leveraging common, shared components between RMMIS solutions.
Review Medicaid Enterprise system architecture requirements of SPs and direct oversight of support vendors to ensure solution and service design conform to SCDHHS IT standards.
Manage, along with ES, enhancements to the policies, processes, and procedures (including improvements to accommodate a multi-vendor environment) related to:
o Overall architecture review and assistance
o Solution architecture assistance
o Data architecture review and assistance, including data governance planning
o Service catalog development and maintenance
o Interface and batch operations architecture review and assistance
Document architecture changes required to accommodate enhancements to the Medicaid Enterprise.
Deliverables shall include:
Portal federated identity standards implementation with SP solutions. A federated identity in information technology is the means of linking a person's electronic identity and attributes, stored across multiple distinct identity management systems.
Integration hub design, development, and implementation
EDS configuration and data design
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3.8.2 PROGRAM GOVERNANCE
Contractor will coordinate with RMMIS Leadership to execute the direction while staying within the governance structure outlined by the SCDHHS PMO. Contractor must document policies and processes that support the multi-vendor RMMIS system development life cycle.
SCDHHS uses a standard CDML, which includes the minimum expected requirements for SCDHHS third-party contracts. Depending on the statement of work (SOW), SCDHHS may include additional Deliverables or exclude Deliverables. Therefore, this list is not all-inclusive. (See ATTM K - CDML)
Offerors may propose additions to the CDML. All data and documents required for the proper operation and maintenance of Offeror’s solution and supporting operations shall be included on the CDML, and all CDML data items shall be considered Deliverables. Offerors may also propose that certain CDMLs listed in the Attachments are not relevant for their proposed solution. For each listed CDML that is not applicable for the Offeror’s solution, the Offeror shall mark the N/A box in the Initial options in the Status row of the CDML. The Offeror must also enter a justification as to why it believes the CDML is not applicable.
Contractor responsibilities shall include:
Execute strategic and tactical instructions provided, including those that may be added during the Contract.
Adhere to governance model established by the SCDHHS PMO. (See PL 011, PMO Governance Diagram)
Document governance policies and processes for the entire life cycle (e.g., phases such as implementation, operations, etc.) in support of a system developed using a multi-vendor approach, including:
o Environment management
o Concurrent development policies
o Configuration management policies
o Master schedule management
Ensure SPs use Medicaid Enterprise tools to support the Medicaid Enterprise’s processes, policies, and procedures.
Maintain Medicaid Enterprise document repository to support multiple vendors, and establish usage guidelines.
Participate in Steering Committee meetings monthly or as directed by RMMIS Leadership.
Participate in required SCDHHS PMO gate reviews for Contractor.
Coordinate and participate in required SCDHHS PMO gate reviews for the SPs.
Adhere to strategic and tactical instructions provided in accordance with the CDML. (ATTM K)
Contractor Deliverables shall include:
Policy and process documentation for the complete RMMIS project life cycle
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Usage guidelines related to document repository
Steering Committee documentation and guidance
Gate Review documentation and guidance
3.8.3 PROJECT PLANNING AND PROJECT SCHEDULE
Contractor will coordinate with the SCDHHS PMO to establish and maintain the master project schedule, and to report schedule changes, dependencies, and schedule conflicts as they arise. Contractor shall also coordinate releases across multiple environments and establish resource planning and utilization tracking processes.
Contractor responsibilities shall include:
Utilization of SCDHHS PMO templates and standards to establish and maintain integrated master project schedule (IMS), which will include the consolidation of individual project schedules provided by internal and external SPs. Guidance on these requirements is documented in the CDML. (ATTM K)
Report consolidated schedule, configuration, integration, and/or operations schedule changes to RMMIS Leadership.
Track dependencies and escalate any scheduling conflicts if scheduling trade-offs are required.
Coordinate release schedules across multiple environments.
Establish and maintain project resource planning and utilization tracking process.
Adhere to strategic and tactical instructions provided in accordance with the CDML. (ATTM K)
Contractor Deliverables shall include:
Development and management of IMS
Schedule and tasks dependency tracking and reporting
Release coordination
Project resource planning and utilization tracking process
3.8.4 PROJECT MANAGEMENT
Contractor will coordinate with the SCDHHS PMO to establish and maintain the project management processes that manage the daily activity of Contractor and SPs. Contractor will report regularly on project Deliverables, which will include both SP and Contractor Deliverables and progress to RMMIS Leadership.
Contractor responsibilities shall include:
Work with the SCDHHS PMO to establish project initiation and project management processes and procedures; train Contractor staff and SPs to ensure conformance to processes; recommend changes to processes.
Provide weekly and monthly project updates on both SP and Contractor as applicable. Leverage the Medicaid Enterprise documentation repository for project documentation.
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Adhere to strategic and tactical instructions provided in accordance with the CDML. (ATTM K)
Contractor Deliverables shall include:
Regular schedule updates to RMMIS Leadership. See the CDML (ATTM K) for further details.
3.8.5 SERVICE MANAGEMENT
Contractor will coordinate with ES to implement processes, guidelines, and ITIL V3 best practices related to service design, documentation, management, and improvement; service catalog design, development, and implementation; and Medicaid Enterprise platform capacity management. Contractor will support information technology service management (ITSM), which includes ITIL V3’s processes and guidelines.
Contractor responsibilities shall include:
Provide a process to ensure alignment with ITIL V3 Service Management best practices.
Establish and maintain an engagement model for joint operations of applications and infrastructure, including development, documentation, and management of processes and procedures for an ITIL Service Catalog. Model must provide enough detail for SPs to leverage, including roles and responsibilities, SLAs, and KPIs.
With SCDHHS, establish guidelines and procedures for service reuse, including when service reuse is required and how to request permission to use a service.
Coordinate with SCDHHS and SPs to ensure maximum sharing of business processes, data, and technologies. Instances where Contractor and/or SPs do not comply will be communicated by Contractor to RMMIS Leadership.
Support SPs in conforming service offerings to SCDHHS business processes, recommending business process modifications as needed.
Establish and maintain comprehensive Medicaid Enterprise capacity, availability, and security management processes as related to integration hub components for SP systems.
Ensure SPs use application capacity forecasts to recommend system modifications and issue appropriate change requests.
Contractor Deliverables shall include:
Service Catalog design, development, and management process Capacity and availability management processes design and development Service engagement model design and development Service reuse strategy design and development
3.8.6 SERVICE LEVEL MANAGEMENT
Contractor will coordinate with ES to define and implement processes related to SLA and performance management oversight of internal and external SPs. Contractor will communicate SLA performance and other performance metrics to RMMIS Leadership upon request.
Contractor responsibilities shall include:
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Leverage ITIL V3 Service Level Management and use SLAs to govern relationships between internal and external SPs.
Evaluate and provide metrics to RMMIS Leadership related to SLA oversight of SPs, taking into account daily, weekly, and seasonal variations in capacity demands.
Execute performance management plan and processes for Medicaid Enterprise.
Maintain and update performance management processes and policies for the Medicaid Enterprise while ensuring platform conforms to SCDHHS requirements.
Contractor Deliverables shall include:
SLA monitoring process
Performance management plan monitoring, execution, and management
3.8.7 SOLUTION REQUIREMENTS
Contractor will coordinate with the SCDHHS PMO to design and implement processes that ensure RMMIS solutions meet enterprise-level requirements. Contractor will operate with SPs to gather, validate, and trace requirements.
Contractor responsibilities shall include:
Implement processes and technical tasks necessary for RMMIS solutions to meet Medicaid Enterprise-level requirements, advising SPs as necessary.
Manage requirements gathering sessions and schedules for configuration and integration activities.
Develop and manage Medicaid Enterprise-level requirements backlog for fully integrated RMMIS Program.
Review Medicaid Enterprise-level requirements with RMMIS Leadership. Review SP design documentation to ensure design is in alignment with Enterprise
architecture, maximal reuse of components, and that the design accommodates adequate integration between components.
Provide comprehensive Medicaid Enterprise-level requirements traceability, including the ability to track user stories and technical tasks from backlog through all levels of distributed testing.
Adhere to strategic and tactical instructions provided in accordance with the CDML. (ATTM K)
Contractor Deliverables shall include:
Processes and tasks needed for RMMIS solutions to meet Medicaid Enterprise-level requirements
Solution requirements gathering, validation, and appropriate documentation
Solution end-to-end requirements traceability process and tools
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3.8.8 BUSINESS ARCHITECTURE
Contractor will coordinate with SCDHHS PMO to evaluate the business architecture to verify that it supports a multi-vendor environment, and assist SCDHHS in managing changes to policies, processes, and procedures.
Contractor responsibilities shall include:
Evaluate the solutions provided by SPs and determine the business impact. (ATTM K)
Provide recommendations for changes to the business architecture.
Coordinate with SCDHHS PMO and RMMIS Leadership on business architecture requirements.
Adhere to strategic and tactical instructions provided in accordance with CDML. (ATTM K)
Contractor Deliverables shall include:
Business architecture review process, including policies and procedures
3.8.9 SECURITY
Contractor shall coordinate with the SCDHHS Office of Information Assurance (OIA) and ES to ensure any current or proposed solutions align to SCDHHS information assurance strategy and comply with CMS Minimal Accepted Risk Standards for Exchanges (MARS-E) Document Suite, Version 2.0 requirements.
Contractor responsibilities shall include:
Implement a risk-based approach to integrating security into all SCDHHS initiatives and SIOPS efforts.
Implement a role-based, least-privilege approach to controlling access to the Medicaid Enterprise and business-critical, confidential, protected, private or otherwise sensitive data.
Develop and maintain Medicaid Enterprise documents and artifacts required for MARS-E compliance requirements, system security audits, security controls assessment and distributed testing activities.
Document procedures for background checks on privileged access to servers, applications, or customer data.
Contractor Deliverables shall include:
MARS-E compliant Medicaid Enterprise system security plan, documentation, and artifact design and development.
Security strategy, control, and compliance effectiveness reporting.
3.8.10 PORTAL IDENTITY FEDERATION
Contractor will coordinate with ES to implement the Medicaid Enterprise portal federated identity standards according to SCDHHS TRA (PL 006). Contractor will maintain technical documentation and other visual artifacts related to the implementation of the standards for each SP.
Contractor responsibilities shall include:
Enhance and extend the portal standards.
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Maintain and update portal documentation, including coding and SP-specific configurations.
Communicate portal standards and guidelines to development teams and verify that they are followed.
Contractor Deliverables shall include:
SP-specific portal standards implementation configuration documentation
3.8.11 EDS DESIGN AND DEVELOPMENT
Contractor will coordinate with ES to make changes to the EDS framework using the SCDHHS PMO’s processes and procedures. Contractor will maintain technical documentation and other visual artifacts related to EDS.
Contractor responsibilities shall include:
Enhance and extend EDS.
Review and approve EDS changes made by SPs.
Maintain and update EDS logical and physical models.
Maintain and update EDS documentation, including coding and configuration standards.
Communicate EDS standards and guidelines to development teams and verify that they are followed.
Contractor Deliverables shall include:
EDS configuration
Medicaid Enterprise EDS logical and physical models
EDS documentation
3.8.12 INTEGRATION HUB DESIGN AND DEVELOPMENT
Contractor will coordinate with ES to design, develop, and implement the integration hub, provide guidance related to the ESB, and make changes to the ESB using the SCDHHS PMO’s processes and procedures. Contractor will also maintain technical documentation related to the integration hub.
Contractor responsibilities shall include:
Enhance and extend ESB.
Recommend ESB changes to ES.
Execute, manage, and update Medicaid Enterprise-level data and service integrations to the ESB.
Review, assess, and approve SP data and service integrations to the ESB.
Maintain and update integration hub documentation, including coding and configuration standards.
Communicate integration hub standards and guidelines to SP development teams and provide an approach to verify that they are followed.
Contractor Deliverables shall include:
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Integration hub design, development, and implementation
Standards adherence approach
ESB enhancements
Integration hub documentation
3.8.13 NEW APPLICATION DESIGN AND DEVELOPMENT
Contractor will coordinate with ES to ensure solutions are designed in alignment with SCDHHS guidelines and standards, validate that solutions are developed in accordance with the Medicaid Enterprise SOA development strategy, and illustrate solution development progress to RMMIS Leadership via regular product demos.
Contractor responsibilities shall include:
Ensure solutions are designed in alignment with SCDHHS guidelines for service reuse and architecture standards (PL 006), including identifying areas where the solution is not in alignment with SCDHHS guidelines and architecture.
Execute Medicaid Enterprise SOA development strategy and recommend strategy changes to RMMIS Leadership.
Provide architecture guidance to SPs for integration and use of ESB services.
Organize and conduct regular product demonstration sessions for RMMIS Leadership to illustrate development progress.
Review and approve solution-specific design documents generated by SPs, editing design documents to align with SCDHHS standards.
Maintain release schedule to include Medicaid Enterprise and solution-specific effort; update daily when appropriate.
Communicate new application standards and guidelines to development teams and verify that they are followed.
Maintain and update documentation, including coding and configuration standards.
Contractor Deliverables shall include:
Execution of SOA development strategy
Regular product demonstration sessions for RMMIS Leadership
Release schedule
3.8.14 COTS/SaaS SOLUTION CONFIGURATION
Contractor will coordinate with ES to establish and maintain configuration management processes for all Medicaid Enterprise services using the SCDHHS PMO’s processes and procedures. Contractor will manage configuration documentation, ensure environment configurations remain synchronized, develop configuration reports for RMMIS Leadership, and maintain a secure library with new software versions.
Contractor responsibilities shall include:
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Develop, execute, and update configuration management processes for all Medicaid Enterprise services.
Ensure all environment configurations remain synchronized.
Supply and maintain configuration management tools.
Maintain and update configuration documentation, including coding and configuration standards.
Track and report on configuration changes.
Provide configuration management reports.
Establish guidelines for physical and logical separation among development, distributed testing, pre-production training, production and disaster recovery environments, and the process for deploying and backing out of configuration items.
Maintain master copies of new software versions in a secure library, accessible by SCDHHS, and update configuration databases as necessary.
Communicate configuration standards and guidelines to development teams and verify that they are followed.
Contractor Deliverables shall include:
Configuration management process development and management, in alignment with ITIL V3
Configuration synchronization across environments
Configuration documentation management
Guidelines for physical and logical separation between configuration areas
Secure software storage library
3.8.15 DATA GOVERNANCE
Contractor will coordinate with ES to execute the Medicaid Enterprise MDM strategy, while ensuring that SPs follow data definition and usage protocols.
Contractor responsibilities shall include:
Manage MDM solution.
Execute MDM strategy at direction of SCDHHS data stewards.
Manage SP adherence to data definitions and usage protocols.
3.8.16 DATA MANAGEMENT
Contractor will coordinate with ES to develop data interface and batch operations architecture, troubleshoot interfaces with the integration hub, and monitor EDI traffic. Contractor will also implement interface risk strategies at the direction of RMMIS Leadership.
Contractor responsibilities shall include:
Develop data interface and batch operations architecture.
Manage solution interface(s) with integration hub.
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Monitor EDI traffic to and from integration hub using SCDHHS supplied tools.
Manage interface troubleshooting and root cause analysis of interface failures.
Implement interface risk mitigation strategies at direction of RMMIS Leadership.
Contractor Deliverables shall include:
Data interface and batch operations architecture
Interface risk mitigation strategies
3.8.17 TESTING
Contractor will perform testing for its own development projects and will coordinate distributed testing with SPs providing SaaS/vendor-hosted cloud solutions where integration or interaction with the Medicaid Enterprise is required.
Contractor shall engage with the SCDHHS PMO and ES to develop and execute a distributed-testing strategy that includes developing processes, procedures, and reporting dashboards.
Additionally, Contractor will coordinate ITIL release and deployment management activities to ensure readiness for the following environments:
Development Controlled test Live
Contractor responsibilities shall include:
Coordinate and execute several testing stages with controlled test environments.
Provide distributed-testing dashboard report of test results and release readiness recommendations to RMMIS Leadership.
Develop and document distributed-testing strategy and policies including, but not limited to, detailed SCDHHS, Contractor, and SP roles and responsibilities; timelines; documentation requirements; script requirements; automated testing requirements; dashboard reporting requirements; and release and code promotion requirements. These must be approved by the SCDHHS PMO and ES prior to implementation.
Execute and coordinate distributed-testing strategy to test the integration of SP solution(s) with the Medicaid Enterprise.
Provide complete distributed-test results to RMMIS Leadership as stipulated in the CDML. (ATTM K)
Provide distributed-test status information to RMMIS Leadership as stipulated in the CDML. (ATTM K)
Adhere to strategic and tactical instructions provided in accordance with CDML. (ATTM K)
Engage and coordinate User acceptance testing activities with SCDHHS in accordance with the established testing strategy.
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Contractor Deliverables shall include:
Distributed-testing strategy/plan
Distributed-testing processes, procedures and dashboard reporting
Solution integration test results provided to RMMIS Leadership as stipulated in the CDML (ATTM K)
3.8.18 SOLUTION IMPLEMENTATION
Contractor will coordinate with the SCDHHS PMO and RMMIS Leadership to oversee all release activities, which include developing a release management process for SCDHHS’ multi-vendor approach, managing code promotion into the production environment, and maintaining an updated release schedule.
Contractor responsibilities shall include:
Develop, manage, and update SIOPS release management process to support multi-vendor approach.
Coordinate deployment of release activities to all SCDHHS approved environments.
Mitigate release risks and issues with SPs.
Manage SIOPS integrated release schedule.
Provide weekly SIOPS integrated release schedule to the SCDHHS PMO and RMMIS Leadership.
Manage promotion of code to production environment using SCDHHS supplied tools.
Track all potential integrated solution modifications (enhancements, defect fixes, etc.) and recommend prioritization to RMMIS Leadership.
Adhere to strategic and tactical instructions provided in accordance with the CDML. (ATTM K)
Contractor Deliverables shall include:
Release management process appropriate for multi-vendor approach
Weekly release schedule
3.8.19 TRAINING
Contractor will coordinate with ES to develop training related to EDS, the integration hub, and portal. Contractor will coordinate with the SCDHHS PMO to develop a Medicaid Enterprise training strategy related to adhering to SCDHHS PMO project management processes and procedures. Contractor will train Contractor staff and SP staff to ensure they are familiar with Medicaid Enterprise architecture and governance standards. Provide oversight for SP as they develop solution-specific training development and delivery.
Contractor responsibilities shall include:
Develop and deliver training to Contractor staff and SP staff related to EDS, the integration hub, and portal.
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Develop and deliver training to Contractor staff and SP staff related to SCDHHS PMO project management processes and procedures.
Provide oversight to the SPs as they develop solution-specific training.
Coordinate Medicaid Enterprise training using a Contractor-provided training calendar.
Develop and propose methods of knowledge transfer (training, coaching, materials, etc.) to build skills and experience for SCDHHS staff as appropriate.
Using documentation best practices and standards, establish and support training documentation repository.
Coordinate with the SCDHHS PMO and ES to develop competency, skills, and tools necessary to develop sustainable project management and technical capabilities.
Adhere to strategic and tactical instructions provided in accordance with the CDML. (ATTM K)
Contractor Deliverables shall include:
Medicaid Enterprise training strategy
Training development related to EDS, the integration hub, and portal
Training development related to the SCDHHS PMO project management processes and procedures
Medicaid Enterprise training calendar
Medicaid Enterprise training documentation repository
3.8.20 HOSTING
Offerors shall propose hosting solutions that are most effective for their technology solutions and represent best value to SCDHHS. While SCDHHS will consider any hosting solution, it encourages Offerors to propose Medicaid-as-a-service-oriented solutions such as vendor hosting, cloud-based solutions, etc.
3.8.21 DISASTER RECOVERY/BUSINESS CONTINUITY
Contractor will coordinate with SPs, RMMIS Leadership, and the Office of Information Assurance (OIA) to create and execute a detailed disaster recovery/business continuity plan (DR/BC) for the Medicaid Enterprise. In the event of an actual outage, Contractor will coordinate with SPs, RMMIS Leadership, and OIA to execute applicable portions of the plan so that the Medicaid Enterprise is restored in a timely manner.
Contractor responsibilities shall include:
Maintain and execute a detailed disaster recovery/business continuity plan that meets approved disaster recovery requirements, which can be found in the CDML (ATTM K). Approved plan needs to include details regarding data, backups, storage management, and contingency operations that are capable of restoring the Medicaid Enterprise within required recovery timeframes.
Execute DR/BC strategy and applicable plan components for Medicaid Enterprise in event of disaster or major outage.
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Coordinate involvement of SPs, SCDHHS, hosting provider(s), and State Division of Technical Operations (DTO) for DR/BC distributed testing or an actual event occurrence:
o Plan and schedule Disaster Recovery distributed testing.
o Coordinate all SP and State activities required to complete the test.
o Track and report disaster recovery test results and/or actual event lessons learned documentation to RMMIS Leadership.
o Develop action plan(s) to address issues or vulnerabilities found during disaster recovery/business continuity distributed testing or actual event.
o Recommend updates to DR/BC to RMMIS Leadership.
Participate in annual planning for technology refresh in compliance with hardware and software vendor licensing and upgrade requirements.
Maintain master copies of new software versions in a secured software library and update configuration databases.
Contractor Deliverables shall include:
DR/BC test results
Participation in annual technology refresh
Copies of software versions in secured software library
3.8.22 SYSTEM CERTIFICATION
Contractor will work collaboratively with RMMIS Leadership (with the RMMIS Leadership having overall responsibility) to coordinate all required CMS certification activities. Contractor must provide oversight to the SPs to ensure an organized and coordinated certification effort that involves multiple solutions with varying implementation timelines. Contractor shall meet the appropriate integration requirements that assure CMS MECT 2.0 Phased Interim Milestone Certification activities as well as final CMS certification for SP modules.
Contractor responsibilities shall include:
Coordinate required certification project artifacts with the SCDHHS PMO and RMMIS Leadership. The Medicaid Enterprise Certification Life Cycle (MECL) guidance is available in the procurement library (PL 007)
Provide required information for Certification Progress Reports. Demonstrate that required items related to EDS, the integration hub, and portal, and SP
integration included on the Technical Architecture checklists were completed. Participate in required certification milestone reviews as outlined in the MECL:
o Operational Readiness Reviewo MMIS Certification Final Review
Work with SCDHHS and SPs to accomplish certification activities, including:o Process for monitoring and reporting on certification taskso Risk and issue mitigation relating to the certification process o Requirements traceability
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Provide a roadmap that demonstrates the SIOPS efforts to support the State in achieving the Seven Conditions and Standards:
o Modularity Standardo MITA Conditiono Industry Standards Conditiono Leverage Conditiono Business Results Conditiono Reporting Conditiono Interoperability Condition
The current SCDHHS MITA 3.0 State Self-Assessment (PL 008) and SIOPS-specific MITA requirements are also available as an attachment (ATTM J). The Requirements column in ATTM J matches the applicable requirements described in this solicitation. If the solicitation language changes, the column will be modified on an as-needed basis.
3.8.23 ORGANIZATIONAL CHANGE MANAGEMENT
Contractor will coordinate with SCDHHS to identify all RMMIS stakeholders and determine the potential changes to be introduced. Contractor will then evaluate the impact of these changes and develop responses and/or initiatives to address them. Contractor will also coordinate with:
SCDHHS Agency Communications and the SCDHHS PMO for information distribution in accordance with SCDHHS communications standards
SCDHHS for staff training (SCDHHS will be responsible for conducting training)
The SCDHHS PMO for coordination of Organizational Change Management (OCM) and initiation of resulting program improvement initiatives
Contractor responsibilities shall include:
Identify stakeholder impacts to include the following training needs:
o Transition support
o Organizational or reporting structure design recommendations
o Future business process redesign
Contractor Deliverables shall include:
Stakeholder analysis
Business impact analysis
OCM plan, to include:
o Response plan
o Staffing model
o Training plan
o Communications plan
o Future business process redesign
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o Future organizational redesign
3.8.24 APPLICATION MANAGEMENT
Contractor will coordinate with ES to manage and execute a Medicaid Enterprise service operations strategy according to the SCDHHS system development life cycle (SDLC) based management processes established by the SCDHHS PMO, enhancing service operations processes as required. Contractor will simultaneously maintain updated O&M documentation for use by stakeholders throughout the Medicaid Enterprise.
Contractor responsibilities shall include:
Manage service operations strategy according to processes established by the SCDHHS PMO.
Manage and enhance service operations processes.
Leverage the Medicaid Enterprise documentation repository for project and O&M documentation.
Maintain and enhance Medicaid Enterprise operational process documentation and be accountable for effective execution.
Contractor Deliverables shall include:
O&M documentation (the O&M manual template is available in the procurement library as PL 009)
3.8.25 CHANGE MANAGEMENT
Contractor will coordinate with the SCDHHS PMO to manage and execute SCDHHS change and release management processes. This will include the coordination of documenting changes and production deployments across the Medicaid Enterprise on behalf of SPs, ensuring that they comply with established SCDHHS PMO policies and procedures.
Contractor responsibilities shall include:
Oversee, execute, and manage change and release management processes, maintain overall accountability for all system change management activities.
Develop, manage, update, and implement change management processes for all Medicaid Enterprise services and integrate those into the SCDHHS PMO change management process.
Implement change classifications (impact, priority, risk) and change authorization processes based on the SCDHHS PMO change management process.
Execute Medicaid change management plan to support multiple vendors and coordinate deployment to all environments.
Modify configuration database, asset management artifacts, and service catalog (if applicable) to reflect implemented changes.
Track and analyze all potential modifications (e.g., problems/defects, enhancements, projects across infrastructure) and report to SCDHHS Leadership for prioritization and approval to commence.
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Coordinate and document change management and release management schedules across application, OS, hardware, database management systems, storage, network, facilities and other changes; provide schedule of planned changes to the SCDHHS PMO for review.
Develop, document, and manage the processes and procedures for production deployment (including roll-back planning).
Coordinate change requests across SPs, and for each release, ensure the SP who submits the change request has developed a business contingency/back-out plan.
Ensure all vendors comply with change/release management policies and procedures, and that environment configurations remain synchronized.
Adhere to strategic and tactical instructions provided in accordance with the CDML. (ATTM K)
Contractor Deliverables shall include:
Development of Medicaid Enterprise change management plan and related processes
Release and change management schedules
3.8.26 EVENTS MANAGEMENT
Contractor will be responsible for implementing a multi-tiered support structure leveraging the ITIL incident, event, access, and problem management policies, tools, and standards as established by the SCDHHS PMO and ES. Contractor will manage the problem and incident life cycles for issues related to EDS, the integration hub, and portal. With the individual SPs responsible for incidents related to their solutions, Contractor must coordinate these issues to ensure resolution.
Contractor responsibilities shall include:
Execute incident management processes and policies for issues related to EDS, the integration hub, portal, and solutions implemented by SPs.
Review and recommend updates to SCDHHS’ event, incident, access, and problem management policies, procedures, tools, and standards to align with the new multi-vendor environment.
Implement and manage a multi-tiered support structure and escalation procedures that include security incident management and critical problem (e.g., system outage) processes. Support structure should include a service desk with self-service and request fulfillment capabilities.
Lead process for resolving critical incidents (e.g., system outage) as they relate to EDS, the integration hub, and portal.
Develop problem and incident classification, prioritization, workflow, escalation, communication, and reporting processes to achieve Contractor and SP contract SLAs.
Manage entire problem and incident life cycles, including detection, root cause analysis, status reporting, repair, and recovery.
Maintain master list of all known defects and enhancements for the Medicaid Enterprise.
Develop a Medicaid Enterprise knowledge base using incident and problem information.
Coordinate system incident management reporting, tracking, prioritization, escalation, and resolution activities with RMMIS Leadership and end-user community.
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Contractor Deliverables shall include:
Based on the ITIL framework established by the SCDHHS PMO and ES, provide revised event, incident, access, and problem management policies, procedures, tools, and standards
Based on the ITIL framework established by the SCDHHS PMO and ES, provide a multi-tiered structure that supports issues related to EDS, the integration hub, portal, and solutions with capability to accommodate self-service and request fulfillment
Document problem and incident classification, prioritization, workflow, escalation, communication, and reporting processes
Develop and provide a master list of defects and enhancements
Regular monthly reporting to RMMIS Leadership
Medicaid Enterprise knowledge base, a self-service knowledge repository that captures and makes available relevant information related to Enterprise incidents, problems, and events
3.9 SYSTEM DEMONSTRATIONS OF SOLUTION PROVIDER PRODUCTS
SPs will be required to perform regular system demonstrations of their solutions to SCDHHS leadership and stakeholders that demonstrate functionality and features related to the configuration and integration of these solutions. Contractor should propose a schedule for these demonstrations based on the solution(s) iterative development and release schedule(s). The frequency of these demonstrations will be coordinated with RMMIS Leadership and the SCDHHS Office of Information Management (OIM) Steering Committee. The audience for these demonstrations will be the OIM Steering Committee and impacted agency business stakeholders of each solution.
3.10 TURNOVER STRATEGY
3.10.1 GENERAL DUTIES
The Turnover Phase encompasses activities associated with turning over duties to SCDHHS or a third party upon termination, cancellation, rejection, or expiration of the Contract. SCDHHS requires continuity of operations during a transfer of system and operations duties to another vendor or to the State. The turnover shall not result in additional system downtime other than normally scheduled maintenance windows.
The Turnover Phase begins upon direction of SCDHHS (typically at or earlier than the lead time described in Contractor’s Turnover Integrated Master Schedule), and ends forty-five (45) calendar days after transfer of duties is complete. The Turnover Phase normally overlaps with the Operations Phase, and the forty-five (45) calendar day post-turnover support period is contained entirely within the Term of the Contract.
Contractor shall plan and implement a coordinated transfer of system data, licenses, and operations duties to another entity upon direction of SCDHHS. Turnover activities shall include, at minimum:
o Knowledge transfer, to include: Standard policies, procedures, business processes, and organizational contacts
necessary for day-to-day operations.
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Technical assistance with interfaces to other systems, information architecture, and IT and project governance.
Experiences concerning the measurement and reporting of performance standards.
Transfer of and assistance on all existing documentation required for the proper operation or maintenance of a follow-on SIOPS system and proper business operations procedures.
Conversion or migration of all work in progress. Data conversion and migration assistance
Forty-five (45) calendar days of post-turnover support to the entity(ies) performing SIOPS services subsequent to Contractor. Direct support is capped at three hundred (300) person-hours (not including management and administrative overhead), unless SCDHHS determines in its sole, but reasonable, discretion that the follow-on SIOPS entity is experiencing problems due to inaccurate, incomplete, or untimely information or support from Contractor during the Turnover Phase.
Contractor shall create a Turnover Plan that is part of the CDML.
Attachment Q identifies Contract performance standards, including those for the Turnover Phase.
3.11 STAFFING
Contractor shall staff all positions necessary to perform its duties under this Contract with personnel qualified to perform these duties. Contractor shall not invoice SCDHHS beyond its fixed bid price for personnel training and education needed to meet labor category requirements, maintain job skills, or maintain licensing or certification.
Contractor shall maintain a current organization chart including the names, position titles, and labor categories for all personnel performing duties on the Contract (including Subcontractors) and shall provide current versions of this chart to SCDHHS with the Monthly Status Report.
Contractor shall staff projects based on qualifications and experience, to include any employees or subcontractors assigned to the project. All staff should be properly trained and should meet or exceed any specified qualifications or requirements for that position.
Contractor will not expect SCDHHS staff to be a replacement of or in addition to its proposed staff. SCDHHS staff may act as SCDHHS subject matter experts (SMEs). All Contractor’s employees and subcontractors’ staff or Contractors performing work for this project must comply with all security and administrative requirements of SCDHHS. For any employee or subcontractor assigned to the project, Contractor shall perform and document appropriate background or security checks prior to employee or subcontractor access to government data as well as the scheduled project start date. These background and security checks must be renewed annually. Security checks are subject to SCDHHS approval.
3.12 KEY PERSONNEL
Offeror shall provide key personnel to ensure Contract performance for all phases of the Contract and all active SP integrations.
Contractor team shall contain, at a minimum, the following key personnel:
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Engagement Manager – Executive-level decision making on behalf of Contractor’s organization regarding project Contract.
Lead Project Manager – Decision making authority over project resources, schedule, and Deliverables.
Solution Implementation Managers – Responsible for oversight and execution of SPs’ solution implementation.
Testing Manager – Responsible for the coordination of system, unit, and UA testing. Certification Manager – Responsible for the coordination of certification of individual
solutions. Operations Lead – Responsible for event and application management functions. Technical Lead – Responsible for the articulation of overall Medicaid Enterprise-wide solution
architecture and technical solutioning for EDS, the integration hub, and portal. Integration Architect – Responsible for the articulation of integration hub architecture and EDI
standards. Data Architect – Responsible for the articulation of the Medicaid Enterprise EDS logic model,
physical data model, and data extract, transform, and load (ETL) standards. Organizational Change Manager – Responsible for organizational migration, gap analysis, and
coordination of program improvement, communications, and training activities related to the RMMIS Program.
Quality Manager – Responsible for monitoring KPIs and conducting remediation efforts where performance does not meet expectations. Will also act as SIOPS liaison to IV&V.
Offerors may identify additional Key Personnel and their assigned positions. As commitment and continuity are important factors in success of the SIOPS Contract, SCDHHS will consider assignment of highly qualified Key Personnel to additional positions as a commitment to reduce Contract risk.
Other details concerning Key Personnel and their replacement are contained in Section 7.56.7.
3.13 CONTRACTOR STAFF LOCATION
Contractor will have the option to work either onsite or offsite, depending on their facilities model. If Contractor elects to conduct a portion of its work in more than one location, there are certain activities that must be conducted onsite, whereas there are others that may be conducted offsite as needed. Note that the term “onsite” refers to the SIOPS office location referenced in the Facilities section below.
Onsite activities must include, but are not limited to:
Requirements gathering Solution review Monthly system demonstrations (responsible project manager must be present) Planning meetings User acceptance testing (UAT) OCM activities that interface with SCDHHS staff
Offsite activities may include:
Development of Deliverables
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Monthly system demonstrations (technical team only) Testing (aside from UAT)
3.14 FACILITIES
During all phases of the Contract, Contractor must provide local facility space within 25 miles of the SCDHHS headquarters located at 1801 Main Street, Columbia, SC. During configuration and integration activities, this facility shall accommodate the staff of Contractor, a team from the ASO vendor, and teams from two rotating SPs. Contractor will be responsible for managing scheduled access to conference rooms by tenants. Offices and conference rooms should be wired for telephony and wired or wireless internet access. Contractor will be responsible for supplying equipment (personal computers, telephones and/or speaker phones, audio and visual equipment, fax machines, printers, copiers, etc.) for these teams. At least fifty (50) parking spaces shall also be provided for onsite SP staff and visiting state staff. If additional office space is needed for SCDHHS or SP personnel, Contractor will be responsible for securing the additional space and will be reimbursed by SCDHHS via Change Order.
Entity Offices Cubicles Conference Rooms
SIOPS Proposed by Contractor Proposed by Contractor
Proposed by Contractor;
Schedule driven access to one large collaboration room, accommodating up to 50 staff
ASO Ten Five Schedule driven access to three small conference rooms, accommodating a minimum of 12 staff, and one large conference room, accommodating a minimum of 20 staff
SP A Two Five Schedule driven access to the four conference rooms listed in ASO above.
SP B Two Five Schedule driven access to the four conference rooms listed in ASO above.
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3.15 INFORMATION SHARING
Electronic data sharing must be secure (i.e., authorized individuals accessing data to perform their work, use of encryption for data at rest, data in transit, or both, according to the method of sharing and type of content). SCDHHS has established an information sharing protocol built into the Atlassian suite of tools (i.e., JIRA, Confluence, Bamboo, etc.), and the expectation is that Contractor will leverage these tools to facilitate information sharing.
3.16 TECHNICAL PERFORMANCE STANDARDS
Attachment Q identifies required technical performance standards.
3.17 PERFORMANCE STANDARD CALCULATIONS
By the 7th business day of each month Contractor shall report on the achievement of performance standards for the previous month and identify all performance standards not met. Contractor shall report to SCDHHS, in writing, any performance standard not met, including a plan for addressing any sub-standard performance. SCDHHS may also request a CAP as described in Section 3.5.
3.18 DELIVERABLE REVIEW AND APPROVAL PROCESS
Contractor will coordinate with the SCDHHS PMO to develop a Deliverables Management strategy, processes, and procedures, which will be defined by the following five components:
Establish Deliverable expectations and acceptance criteria
Deliver interim work product
Submit final Deliverable
SCDHHS review and approval
Capture final sign-off
The requirements for each Deliverable are outlined in the CDML (ATTM K). Interim work products will be refined iteratively and collaboratively between Contractor and SCDHHS. Deliverable review time requirements for SCDHHS will vary based on the size and scope of the deliverable. These review-time requirements will be finalized during each applicable phase of the project.
3.19 INDEPENDENT ASSESSMENT OF SECURITY AND PRIVACY CONTROLS
Contractor shall not process, store, or otherwise handle government data generated or maintained by any component of the Medicaid Enterprise. Contractor is therefore not required to perform an Independent Assessment of Security and Privacy Controls of Contractor information systems. Instead, Contractor shall, at times, be required to participate in the Independent Assessment of Security and Privacy Controls of Medicaid Enterprise solutions.
3.20 DOCUMENTATION
Documentation standards have been established by the SCDHHS PMO, and Contractor will leverage these standards to update and maintain the Medicaid Enterprise document repository using SCDHHS tools. These include, but are not limited to, Confluence (Atlassian) and Microsoft SharePoint.
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Contractor shall maintain a project document library with version control and table of contents for all applicable project documentation not otherwise required to be stored and maintained within SCDHHS approved documentation tool(s). All project documentation must be available to SCDHHS staff and provided to SCDHHS when requested or required by SCDHHS for audit and historical purposes.
Contractor shall maintain a document library index, which will assist project teams to locate all documents in the library. The index will also include information about the naming structure of files, documents and folders. The tool used to create and maintain the project documentation library may be similar to current tools (e.g., SharePoint) to enable transfer of all documents to SCDHHS. The document library will follow a standard approach that provides a complete historical trail of project progress and completed action items.
3.21 INTELLECTUAL PROPERTY STRATEGY
This Contract must strike a balance between “pure” business process outsourcing and a more transparent, hands-on approach normally associated with Medicaid FFS operations. In order to receive enhanced Federal Financial Participation (FFP) for implementation and operations, SCDHHS must maintain continuous visibility into system and business operations and retain an element of control over their functioning; however, treating system operations as SaaS allows SCDHHS to focus its efforts on business value rather than system implementation, operations, and administration.
To meet this balance, SCDHHS has the following intellectual property objectives for this Contract:
SCDHHS must retain all ownership of data and Software created under this Contract. Minor SIOPS system code modifications consistent with those typically made to serve the SIOPS market may remain the property of Contractor; however, Custom Software is the intellectual property of SCDHHS, per requirements in the Code of Federal Regulations (CFR).
SCDHHS must have access to all edits, audits, and other business rules used in the SIOPS system, and it must be able to use these rules independently of this Contract. The business rules used to make decisions about member care and healthcare payments must be available for inspection and approval by SCDHHS, and their use for SCDHHS purposes shall not be limited.
SCDHHS does not intend to license the SIOPS system directly. Contractor must acquire any licenses to allow State users and agents to access and utilize the SIOPS system. Offerors may submit usage agreements in accordance with sections 7.25 and 7.52 with their Proposals. Any usage agreements are subject to SCDHHS review and approval.
Contractor must permit the transfer of proprietary information necessary to effect the smooth turnover to another vendor or entity upon the termination, cancellation, rejection, or expiration of the Contract.
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4 INFORMATION FOR OFFERORS TO SUBMIT
4.1 INFORMATION FOR OFFERORS TO SUBMIT -- GENERAL (MAR 2015 - M)
You shall submit a signed Cover Page and Page Two. If you submit your Offer electronically, you must upload an image of a signed Cover Page and Page Two. Your Offer should include all other information and documents requested in this part and in parts 2.B. Special Instructions; 3. Scope of Work; 5. Qualifications; 8. Bidding Schedule/Price Proposal; and any appropriate attachments addressed in Part 9. Attachments to Solicitations. You should submit a summary of all insurance policies you have or plan to acquire to comply with the insurance requirements stated herein, if any, including policy types; coverage types; limits, sub-limits, and deductibles for each policy and coverage type; the carrier's A.M. Best rating; and whether the policy is written on an occurrence or claims-made basis. [04-4010-2]
4.2 INFORMATION FOR OFFERORS TO SUBMIT -- EVALUATION
In addition to information requested in other parts of this Section 4, Section 5 and elsewhere in this solicitation, Offerors should submit the following information for purposes of evaluation:
Offeror shall submit a project plan specifying how it will address the SCDHHS project and architecture standards contained in the procurement library (PL 006, PL 011, ATTM K).
Offeror shall provide KPIs, which shall be derived from a combination of MITA 3.0 standards, industry standards (Capability Maturity Model Integration (CMMI), ISO 9000, etc.), and other nationally recognized standards for configuration and integration activities.
Offeror will describe its approach to ensuring Deliverables are submitted in accordance with the CDML.
Offeror will describe its approach to providing SCDHHS or other related project staff real-time access to all tools, databases, and systems Offeror will use to manage the project(s).
Offeror will describe how it will meet the requirement to utilize a financial management system that can produce timely and various ad hoc financial and accounting reports related to both project management activities and/or system integration work.
Offeror will describe in summary format, not to exceed two (2) pages, Offeror’s approach in organizing and managing project management activities including adherence to the SCDHHS PMO governance requirements (PL 011, ATTM K).
Contractor must have resources and staff to start its project activities within ten (10) business days of Contract award. Offeror will provide a proposed list of staff needed for successful project delivery.
Offeror shall provide SCDHHS its existing or proposed project management plans and must articulate how each can support Offeror’s ability to manage project delivery activities.
Offeror shall describe how Offeror expects to integrate its project management plans with SCDHHS’ project management plans.
Offeror shall identify major payment milestones, interim milestones, and final milestones for all Medicaid Enterprise configuration and SP integration activities.
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Offeror will describe how Offeror will leverage relevant previous project experience with the proposed staff and the value the proposed model would bring for the successful delivery of the project.
Offeror will describe experience and provide examples of relevant project schedules and/or artifacts Offeror has been successful in developing, managing, and implementing for similar projects in scope with this RFP.
Offeror will describe past experience Offeror has in preparing for and participating in state and/or federal gate reviews, and/or state and/or federal site visits specifically related to Medicaid and/or Medicare Information system projects.
Offeror shall propose a mechanism to perform cost management functions.
[04-4005-1]
4.3 MINORITY PARTICIPATION (DEC 2015)
Is the bidder a South Carolina Certified Minority Business? [ ] Yes [ ] No
Is the bidder a Minority Business certified by another governmental entity? [ ] Yes [ ] No
If so, please list the certifying governmental entity: _________________________
Will any of the work under this Contract be performed by a SC certified Minority Business as a subcontractor? [ ] Yes [ ] No
If so, what percentage of the total value of the Contract will be performed by a SC certified Minority Business as a subcontractor? _____________
Will any of the work under this Contract be performed by a minority business certified by another governmental entity as a subcontractor? [ ] Yes [ ] No
If so, what percentage of the total value of the Contract will be performed by a minority business certified by another governmental entity as a subcontractor? _____________
If a certified Minority Business is participating in this Contract, please indicate all categories for which the Business is certified:
[ ] Traditional minority
[ ] Traditional minority, but female
[ ] Women (Caucasian females)
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[ ] Hispanic minorities
[ ] DOT referral (Traditional minority)
[ ] DOT referral (Caucasian female)
[ ] Temporary certification
[ ] SBA 8 (a) certification referral
[ ] Other minorities (Native American, Asian, etc.)
(If more than one minority Contractor will be utilized in the performance of this Contract, please provide the information above for each minority business.)
The Department of Administration, Division of Small and Minority Business Contracting and Certification, publishes a list of certified minority firms. The Minority Business Directory is available at the following URL: http://osmba.sc.gov/directory.html
[04-4015-3]
4.4 SERVICE PROVIDER SECURITY ASSESSMENT QUESTIONNAIRE - REQUIRED
(FEB 2015)
[ASK QUESTIONS NOW: If you have a properly qualified third-party report or certification you believe we should accept in lieu of those identified in item (b), submit a question identifying same pursuant to the clause titled Questions from Offerors.]
Contractor must demonstrate that programs, policies and procedures are in place to adequately provide for the confidentiality, integrity, and availability of the information systems used by Contractor to process, store, transmit, and access all government information. In order for the State to accurately evaluate the strength and viability of Contractor's security policies, procedures and practices related to confidentiality, integrity and availability, Offerors must submit with their Offers a thorough and complete written response to the Service Provider Security Assessment Questionnaire ("Response to SPSAQ") attached to this Solicitation, which must address all applicable organizations and applicable information systems. The terms used in this clause shall have the same meaning as the terms defined in the clause titled Information Security - Definitions. [04-4027-1]
4.5 SUBMITTING REDACTED OFFERS (MAR 2015)
If your Offer includes any information that you marked as "Confidential," "Trade Secret," or "Protected" in accordance with the clause entitled "Submitting Confidential Information," you must also submit one complete copy of your Offer from which you have removed or concealed such information (the redacted copy). The redacted copy should (i) reflect the same pagination as the original, (ii) show the empty space from which information was redacted, and (iii) be submitted on magnetic media. (See clause entitled "Electronic Copies - Required Media and Format.") Except for the information removed or concealed, the redacted copy must be identical to your original Offer, and the Procurement Officer must be able to view, search, copy and print the redacted copy without a password. [04-4030-2]
4.6 PROPOSAL STRUCTURE
Table 4.6-1 identifies the required structure of Offerors’ Proposals.
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Technical/Price Section Title
Technical Proposal
Section A Statements and Certifications
Section B Proposed Solution
Section C Organization and Staffing
Price Proposal Section D Pricing Tables
4.6.1 SECTION BY SECTION INSTRUCTIONS
Section A – Statements and Certification
Section A shall be included as part of the Technical Proposal and must include the following:
A statement indicating that Offeror is a corporation or other legal entity. A statement of affirmative action that Offeror does not discriminate in its employment practices
with regard to race, color, religion, age, sex, marital status, political affiliation, national origin, or handicap, except as provided by law.
A statement indicating that the Key Personnel for the project will be those actually assigned.
Offeror shall attach the following certifications (found in Section 9 Attachments) to Section A:
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion–Lower Tier Covered Transactions
Certification for Contracts, Grants, Loans, and Cooperative Agreements Relating to Restrictions on Lobbying
Minority Businesses Disclosure of Ownership and Control Interest Statement Organizational Conflict of Interest Disclosure (even if no conflicts exist)
Section B – Proposed Solution
In Section B, Offerors should, at a minimum, satisfy the submission requirements outlined in Section 3 and Section 4.2. SCDHHS is requesting a requirement-by-requirement description of how every requirement is being met. Offerors should provide complete and coherent solutions, and references to specific RFP requirements and objectives can be made to illustrate the strategy without needing to resort to comprehensive lists of requirements.
Section C – Organization and Staffing
The following subsections provide instructions for completing this Section.
Section C1. Overview and Organization
This section shall include:
A description of the proposed organization for each Contract phase (Implementation, Operations, and Turnover). The Turnover Phase organization discussion should focus only on organizational difference from the Operations Phase.
Organization charts for each Contract phase identifying the general structure of the units performing Work. It is not necessary to go to the level of detail showing individual workers.
How the proposed organization fits into Offeror’s corporate structure.
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A listing of all Subcontractors, why they were chosen, and what roles that they will play in the proposed organization.
How the organizational structure will contribute to Contract success.
Any other information pertinent to the organizational approach.Section C2. Planned Facilities
This section shall include:
A brief description of the facilities proposed for use in performing Work on the Contract. A description of proposed work locations of the staff during the various phases of the Contract
and while conducting various tasks. Be sure to identify during which activities Offeror staff will perform duties in Columbia, SC.
Identification of any alternative work locations (e.g., telecommuting) and how Offeror proposes to ensure that its security and privacy strategy will be applied at the alternate locations.
Section C3. Key Personnel
This section shall include résumés of proposed Key Personnel including reference contact information. Offeror may propose additional Key Personnel above and beyond those identified in Section 3.12 as a demonstration of commitment to continuity on the Contract.
Optionally, this section may include a two-page introduction to this section discussing any relevant aspects associated with its proposed Key Personnel.
Section C4. Labor Categories and Qualifications
This section shall include:
A listing or table of all labor categories expected to perform duties on this Contract, and that would be billed separately if additional Work was added via the Modification Pool. For example, if the costs associated with an administrative assistant would be allocated to overhead rather than being billed directly, then that labor category would not need to be included.
A description of the duties performed by persons in each labor category. Any education and training required for each labor category. Experience requirements for each labor category, and the amount of experience that can
substitute for education and training requirements. Skills required for each labor category. Any licensing, certification, or accreditation required for each labor category.
Optionally, this section may include a two-page introduction to this section discussing any relevant aspects associated with the labor categories and qualifications.
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5 QUALIFICATIONS
5.1 QUALIFICATIONS OF OFFEROR (MAR 2015)
(1) To be eligible for award, you must have the capability in all respects to perform fully the Contract requirements and the integrity and reliability which will assure good faith performance. We may also consider a documented commitment from a satisfactory source that will provide you with a capability. We may consider information from any source at any time prior to award. We may elect to consider (i) key personnel, any predecessor business, and any key personnel of any predecessor business, including any facts arising prior to the date a business was established, and/or (ii) any subcontractor you identify. (2) You must promptly furnish satisfactory evidence of responsibility upon request. Unreasonable failure to supply requested information is grounds for rejection. (3) Corporate subsidiaries are cautioned that the financial capability of an affiliated or parent company will not be considered in determining financial capability; however, we may elect to consider any security, e.g., letter of credit, performance bond, parent-company corporate guaranty, that you offer to provide. Instructions and forms to help assure acceptability are posted on procurement.sc.gov, link to "Standard Clauses & Provisions." [05-5005-2]
5.2 QUALIFICATIONS - SPECIAL STANDARDS OF RESPONSIBILITY (MAR 2015)
(a) This section establishes special standards of responsibility. UNLESS YOU POSSESS THE FOLLOWING MANDATORY MINIMUM QUALIFICATIONS, DO NOT SUBMIT AN OFFER.
Offerors should possess the following minimum qualifications:
Five (5) years of experience in integration of multiple solutions, vendors, and/or technologies
Three (3) years of experience in the integration of healthcare solutions, vendors, and/or technologies
At least two (2) key personnel that have five years of IT healthcare experience in an executive or project director role
(b) Provide a detailed, narrative statement with adequate information to establish that you meet all the requirements stated in subparagraph (a) above. Include all appropriate documentation. If you intend for us to consider the qualifications of your key personnel, predecessor business(es), or subcontractor(s), explain the relationship between you and such person or entity. [R. 19-445.2125(F)]
[05-5010-2]
5.3 QUALIFICATIONS -- REQUIRED INFORMATION (MAR 2015 M)
Submit the following information or documentation for you and for any subcontractor (at any tier level) that you identify pursuant to the clause titled Subcontractor - Identification. Err on the side of inclusion. You represent that the information provided is complete. (a) The general history and experience of the business in providing work of similar size and scope. (b) Information reflecting the current financial position. Include the most current financial statement and financial statements for the last two fiscal years. If the financial statements have been audited in accordance with the following requirements, provide the audited version of those statements. [Reference Statement of Financial Accounting Concepts No. 5 (FASB, December, 1984), as amended.] (c) A detailed, narrative statement
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listing the three most recent, comparable contracts (including current contact information) which have been performed. For each contract, describe how the supplies or services provided are similar to those requested by this solicitation, and how they differ. (d) A list of every business for which supplies or services substantially similar to those sought with this solicitation have been provided, at any time during the past three years. (e) A list of every South Carolina public body for which supplies or services have been provided at any time during the past three years, if any. (f) List of failed projects, suspensions, debarments, and significant litigation. [05-5015-2]
5.4 SUBCONTRACTOR -- IDENTIFICATION (FEB 2015)
If you intend to subcontract, at any tier level, with another business for any portion of the work and that portion either (1) exceeds 10% of your cost, (2) involves access to any "government information," as defined in the clause entitled "Information Security - Definitions," if included, or (3) otherwise involves services critical to your performance of the work (err on the side of inclusion), your Offer must identify that business and the work which they are to perform. Identify potential subcontractors by providing the business name, address, phone, taxpayer identification number, and point of contact. In determining your responsibility, the state may contact and evaluate your proposed subcontractors. [05-5030-2]
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6 AWARD CRITERIA
6.1 AWARD CRITERIA -- PROPOSALS (JAN 2006)
Award will be made to the highest ranked, responsive and responsible Offeror whose Offer is determined to be the most advantageous to the State. [06-6030-1]
6.2 AWARD TO ONE OFFEROR (JAN 2006)
Award will be made to one Offeror. [06-6040-1]
6.3 COMPETITION FROM PUBLIC ENTITIES (JAN 2006)
If a South Carolina governmental entity submits an Offer, the Procurement Officer will, when determining the lowest offer, add to the price provided in any offers submitted by non-governmental entities a percentage equivalent to any applicable sales or use tax. S.C. Code Ann. Regs 117-304.1 (Supp. 2004). [06-6057-1]
6.4 DISCUSSIONS AND NEGOTIATIONS - REQUIRED (FEB 2015)
No award will be made to an offeror until after negotiations have been conducted with that offeror. As provided in Section 11-35-1530, negotiations must begin with the highest ranking offeror; accordingly, submit your best terms from both a price and a technical standpoint. In addition, make sure your offer is responsive; the State will not evaluate or negotiate with a non-responsive offeror, and ordinarily, nonresponsive proposals will be rejected outright without prior notice. The State may elect to conduct discussions, including the possibility of limited proposal revisions, but only for those proposals reasonably susceptible of being selected for award. [11-35-1530(6); R.19-445.2095(I)] If improper revisions are submitted during discussions, the State may elect to consider only your unrevised initial offer, but only if your initial offer is responsive. If a satisfactory contract cannot be negotiated with the highest ranking offeror, the State may elect to conduct negotiations with other Offerors. As provided in Section 11-35-1530(8) the State also may elect to make changes within the general scope of the request for proposals and provide all responsive Offerors an opportunity to submit their best and final offers. Negotiations may involve both price and matters affecting the scope of the contract, so long as the changes are within the general scope of the request for proposals. [06-6059-1]
6.5 EVALUATION FACTORS -- PROPOSALS (JAN 2006)
Offers will be evaluated using only the factors stated below. Evaluation factors are stated in the relative order of importance, with the first factor being the most important. Once evaluation is complete, all responsive Offerors will be ranked from most advantageous to least advantageous.
Each proposal that is, in the opinion of the State of South Carolina, in full compliance with the mandatory requirements of the RFP will be evaluated based on the following criteria, which are listed in the order of relative importance.
Evaluations will be done in a two (II) phase process with total combined possible points of one hundred-twenty (120). Phase one (I) will consist of the solution, qualifications, risk and price proposal with possible points of one-hundred (100). Phase two (II) will be an oral presentation of the top three
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(3) highest ranked responsive Offerors’ proposed solution via a live presentation with possible points of twenty (20).
Phase I
Solution This criterion evaluates Offeror’s proposed solution in meeting the State’s goals, objectives, and requirements as demonstrated in Offeror’s entire Proposal.
40 points
Qualifications This is based on Offeror’s qualifications as described in Section 5.
20 points
Price This is based on the Total Enterprise Cost of Ownership as described in Section 8.
25 points
Risk This criterion evaluates the risk of Offeror’s proposed solution as it impacts cost; schedule; and system and operations performance, as perceived by the State, throughout Offeror’s entire Proposal.
15 points
Total potential points for Phase one (I) = 100 Points
Phase II
Demonstration/Oral Presentation
This criterion evaluates Offeror’s proposed solution in meeting the State’s goals and objectives as demonstrated in Offeror’s entire proposed solution. The oral presentation also evaluates the technical capabilities, completeness, robustness and ease of the proposed solution.
20 points
The three (3) highest ranked responsive and responsible Offeror’s, meeting the minimum requirements of this RFP after the score sheets are tallied will be required to give an oral presentation of its proposed solution to clarify or verify the contents and the representations made therein. The presentation will be made ‘in person’ at The South Carolina Department of Health and Human Services, 1801 Main Street, Columbia, SC 29201 and any travel expenses incurred by Offeror are Offeror’s sole responsibility. The time allotted per individual Offeror to present facts shall not exceed three (3) hours, two and one half (2 ½) hours for Offeror’s oral presentation and (30) minutes question and answer session. SCDHHS will notify the responsive and responsible Offerors in ample time to schedule a specific date and time for demonstration/oral presentation and to help minimize Offerors travel expenses.
Attendees at the oral presentation should include key members of Offeror’s proposed management team, key technical personnel, and key subject matter experts, not to exceed five (5) on-site attendees.
DEMONSTRATION/ORAL PRESENTATION SCRIPT - Offeror demonstration script is outlined
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in ATTM P.
Total potential points for Phase two (II) = 20 Points
Total potential points for Phase one (I) and two (II) = 120 Points[06-6065-1]
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7 TERMS AND CONDITIONS -- A. GENERAL
7.1 ASSIGNMENT, NOVATION, AND CHANGE OF NAME, IDENTITY, OR STRUCTURE
(FEB 2015)
(a) Contractor shall not assign this Contract, or its rights, obligations, or any other interest arising from this Contract, or delegate any of its performance obligations, without the express written consent of the responsible procurement officer. The foregoing restriction does not apply to a transfer that occurs by operation of law (e.g., bankruptcy; corporate reorganizations and consolidations, but not including partial asset sales). Notwithstanding the foregoing, Contractor may assign monies receivable under the Contract provided that the state shall have no obligation to make payment to an assignee until thirty days after Contractor (not the assignee) has provided the responsible Procurement Officer with (i) proof of the assignment, (ii) the identity (by contract number) of the specific state contract to which the assignment applies, and (iii) the name of the assignee and the exact address or account information to which assigned payments should be made. (b) If Contractor amends, modifies, or otherwise changes its name, its identity (including its trade name), or its corporate, partnership or other structure, or its FEIN, Contractor shall provide the procurement officer prompt written notice of such change. (c) Any name change, transfer, assignment, or novation is subject to the conditions and approval required by Regulation 19-445.2180, which does not restrict transfers by operation of law. [07-7A004-2]
7.2 BANKRUPTCY - GENERAL (FEB 2015)
(a) Notice. In the event Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary, Contractor agrees to furnish written notification of the bankruptcy to the Using Governmental Unit. This notification shall be furnished within two (2) days of the initiation of the proceedings relating to the bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of all State contracts against which final payment has not been made. This obligation remains in effect until final payment under this Contract. (b) Termination. This Contract is voidable and subject to immediate termination by the State upon Contractor's insolvency, including the filing of proceedings in bankruptcy. [07-7A005-2]
7.3 CHOICE-OF-LAW (JAN 2006)
The Agreement, any dispute, claim, or controversy relating to the Agreement, and all the rights and obligations of the parties shall, in all respects, be interpreted, construed, enforced and governed by and under the laws of the State of South Carolina, except its choice of law rules. As used in this paragraph, the term "Agreement" means any transaction or agreement arising out of, relating to, or contemplated by the solicitation. [07-7A010-1]
7.4 CONTRACT DOCUMENTS and ORDER OF PRECEDENCE (FEB 2015)
(a) Any Contract resulting from this solicitation shall consist of the following documents: (1) a Record of Negotiations, if any, executed by you and the Procurement Officer, (2) the solicitation, as amended, (3) documentation of clarifications [11-35-1520(8)] or discussions [11-35-1530(6)] of an Offer, if applicable, (4) your Offer, (5) any statement reflecting the state's final acceptance (a/k/a "award"), and (6) purchase orders. These documents shall be read to be consistent and complimentary. Any conflict
40
among these documents shall be resolved by giving priority to these documents in the order listed above. (b) The terms and conditions of documents (1) through (5) above shall apply notwithstanding any additional or different terms and conditions in any other document, including without limitation, (i) a purchase order or other instrument submitted by the State, (ii) any invoice or other document submitted by Contractor, or (iii) any privacy policy, terms of use, or end user agreement. Except as otherwise allowed herein, the terms and conditions of all such documents shall be void and of no effect. (c) No contract, license, or other agreement containing contractual terms and conditions will be signed by any Using Governmental Unit. Any document signed or otherwise agreed to by persons other than the Procurement Officer shall be void and of no effect. [07-7A015-2]
7.5 DISCOUNT FOR PROMPT PAYMENT (JAN 2006)
(a) Discounts for prompt payment will not be considered in the evaluation of Offers. However, any offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the Offer by Offeror. As an alternative to offering a discount for prompt payment in conjunction with the Offer, Offerors awarded contracts may include discounts for prompt payment on individual invoices.
(b) In connection with any discount offered for prompt payment, time shall be computed from the date of the invoice. If Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the state annotates such invoice with the date of receipt at the time of receipt. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day.
[07-7A020-1]
7.6 DISPUTES (JAN 2006)
(1) Choice-of-Forum. All disputes, claims, or controversies relating to the Agreement shall be resolved exclusively by the appropriate Chief Procurement Officer in accordance with Title 11, Chapter 35, Article 17 of the South Carolina Code of Laws, or in the absence of jurisdiction, only in the Court of Common Pleas for, or a federal court located in, Richland County, State of South Carolina. Contractor agrees that any act by the Government regarding the Agreement is not a waiver of either the Government's sovereign immunity or the Government's immunity under the Eleventh Amendment of the United States Constitution. As used in this paragraph, the term "Agreement" means any transaction or agreement arising out of, relating to, or contemplated by the solicitation. (2) Service of Process. Contractor consents that any papers, notices, or process necessary or proper for the initiation or continuation of any disputes, claims, or controversies relating to the Agreement; for any court action in connection therewith; or for the entry of judgment on any award made, may be served on Contractor by certified mail (return receipt requested) addressed to Contractor at the address provided as the Notice Address on Page Two or by personal service or by any other manner that is permitted by law, in or outside South Carolina. Notice by certified mail is deemed duly given upon deposit in the United States mail. [07-7A025-1]
41
7.7 EQUAL OPPORTUNITY (JAN 2006)
Contractor is referred to and shall comply with all applicable provisions, if any, of Title 41, Part 60 of the Code of Federal Regulations, including but not limited to Sections 60-1.4, 60-4.2, 60-4.3, 60-250.5(a), and 60-741.5(a), which are hereby incorporated by reference. [07-7A030-1]
7.8 FALSE CLAIMS (JAN 2006)
According to the S.C. Code of Laws Section 16-13-240, "a person who by false pretense or representation obtains the signature of a person to a written instrument or obtains from another person any chattel, money, valuable security, or other property, real or personal, with intent to cheat and defraud a person of that property is guilty" of a crime. [07-7A035-1]
7.9 FIXED PRICING REQUIRED (JAN 2006)
Any pricing provided by Contractor shall include all costs for performing the work associated with that price. Except as otherwise provided in this solicitation, Contractor's price shall be fixed for the duration of this Contract, including option terms. This clause does not prohibit Contractor from offering lower pricing after award. [07-7A040-1]
7.10 NO INDEMNITY OR DEFENSE (FEB 2015)
Any term or condition is void to the extent it requires the State to indemnify, defend, or pay attorney's fees to anyone for any reason. [07-7A045-2]
7.11 NOTICE (JAN 2006)
(A) After award, any notices shall be in writing and shall be deemed duly given (1) upon actual delivery, if delivery is by hand, (2) upon receipt by the transmitting party of automated confirmation or answer back from the recipient's device if delivery is by telex, telegram, facsimile, or electronic mail, or (3) upon deposit into the United States mail, if postage is prepaid, a return receipt is requested, and either registered or certified mail is used. (B) Notice to Contractor shall be to the address identified as the Notice Address on Page Two. Notice to the state shall be to the Procurement Officer's address on the Cover Page. Either party may designate a different address for notice by giving notice in accordance with this paragraph. [07-7A050-1]
7.12 OPEN TRADE (JUN 2015)
During the Contract term, including any renewals or extensions, Contractor will not engage in the boycott of a person or an entity based in or doing business with a jurisdiction with whom South Carolina can enjoy open trade, as defined in SC Code Section 11-35-5300. [07-7A053-1]
7.13 PAYMENT and INTEREST (FEB 2015)
(a) The State shall pay Contractor, after the submission of proper invoices or vouchers, the prices stipulated in this Contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this Contract. Unless otherwise specified herein, including the purchase order, payment shall not be made on partial deliveries accepted by the Government. (b) Unless otherwise provided herein, including the purchase order, payment will be made by check mailed to the payment address on "Page Two." (c) Notwithstanding any other provision, payment shall be made in accordance with S.C. Code Section 11-35-45, or Chapter 6 of Title 29 (real property improvements)
42
when applicable, which provides Contractor's exclusive means of recovering any type of interest from the Owner. Contractor waives imposition of an interest penalty unless the invoice submitted specifies that the late penalty is applicable. Except as set forth in this paragraph, the State shall not be liable for the payment of interest on any debt or claim arising out of or related to this Contract for any reason. (d) Amounts due to the State shall bear interest at the rate of interest established by the South Carolina Comptroller General pursuant to Section 11-35-45 ("an amount not to exceed fifteen percent each year"), as amended, unless otherwise required by Section 29-6-30. (e) Any other basis for interest, including but not limited to general (pre- and post-judgment) or specific interest statutes, including S.C. Code Ann. Section 34-31-20, are expressly waived by both parties. If a court, despite this agreement and waiver, requires that interest be paid on any debt by either party other than as provided by items (c) and (d) above, the parties further agree that the applicable interest rate for any given calendar year shall be the lowest prime rate as listed in the first edition of the Wall Street Journal published for each year, applied as simple interest without compounding. (f) The State shall have all of its common law, equitable and statutory rights of set-off. [07-7A055-3]
7.14 PUBLICITY (JAN 2006)
Contractor shall not publish any comments or quotes by State employees, or include the State in either news releases or a published list of customers, without the prior written approval of the Procurement Officer. [07-7A060-1]
7.15 PURCHASE ORDERS (JAN 2006)
Contractor shall not perform any work prior to the receipt of a purchase order from the using governmental unit. The using governmental unit shall order any supplies or services to be furnished under this Contract by issuing a purchase order. Purchase orders may be used to elect any options available under this Contract, e.g., quantity, item, delivery date, payment method, but are subject to all terms and conditions of this Contract. Purchase orders may be electronic. No particular form is required. An order placed pursuant to the purchasing card provision qualifies as a purchase order. [07-7A065-1]
7.16 IRAN DIVESTMENT ACT - ONGOING OBLIGATIONS (JAN 2015)
(a) You must notify the procurement officer immediately if, at any time during the contract term, you are added to the Iran Divestment Act List. (b) Consistent with Section 11-57-330(B), you shall not contract with any person to perform a part of the Work, if, at the time you enter into the subcontract, that person is on the then-current version of the Iran Divestment Act List. [07-7A072-1]
7.17 SURVIVAL OF OBLIGATIONS (JAN 2006)
The Parties' rights and obligations which, by their nature, would continue beyond the termination, cancellation, rejection, or expiration of this Contract shall survive such termination, cancellation, rejection, or expiration, including, but not limited to, the rights and obligations created by the following clauses: Indemnification - Third Party Claims, Intellectual Property Indemnification, and any provisions regarding warranty or audit. [07-7A075-1]
7.18 TAXES (JAN 2006)
Any tax Contractor may be required to collect or pay upon the sale, use or delivery of the products shall be paid by the State, and such sums shall be due and payable to Contractor upon acceptance. Any
43
personal property taxes levied after delivery shall be paid by the State. It shall be solely the State's obligation, after payment to Contractor, to challenge the applicability of any tax by negotiation with, or action against, the taxing authority. Contractor agrees to refund any tax collected, which is subsequently determined not to be proper and for which a refund has been paid to Contractor by the taxing authority. In the event that Contractor fails to pay, or delays in paying, to any taxing authorities, sums paid by the State to Contractor, Contractor shall be liable to the State for any loss (such as the assessment of additional interest) caused by virtue of this failure or delay. Taxes based on Contractor's net income or assets shall be the sole responsibility of Contractor. [07-7A080-1]
7.19 TERMINATION DUE TO UNAVAILABILITY OF FUNDS (JAN 2006)
Payment and performance obligations for succeeding fiscal periods shall be subject to the availability and appropriation of funds therefor. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the Contract shall be canceled. In the event of a cancellation pursuant to this paragraph, Contractor will be reimbursed the resulting unamortized, reasonably incurred, nonrecurring costs. Contractor will not be reimbursed any costs amortized beyond the initial contract term. [07-7A085-1]
7.20 THIRD PARTY BENEFICIARY (JAN 2006)
This Contract is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Contract as a third party beneficiary or otherwise. [07-7A090-1]
7.21 WAIVER (JAN 2006)
The State does not waive any prior or subsequent breach of the terms of the Contract by making payments on the Contract, by failing to terminate the Contract for lack of performance, or by failing to strictly or promptly insist upon any term of the Contract. Only the Procurement Officer has actual authority to waive any of the State's rights under this Contract. Any waiver must be in writing. [07-7A095-1]
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7 TERMS AND CONDITIONS -- B. SPECIAL
7.1 BANKRUPTCY - GOVERNMENT INFORMATION (FEB 2015)
(a) All government information (as defined in the clause herein entitled "Information Security - Definitions") shall belong exclusively to the State, and Contractor has no legal or equitable interest in, or claim to, such information. Contractor acknowledges and agrees that in the event Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary, government information in its possession and/or under its control will not be considered property of its bankruptcy estate.
(b) Contractor agrees to notify the State within forty-eight (48) hours of any determination that it makes to file for bankruptcy protection, and Contractor further agrees to turn over to the State, before such filing, all government information that is in Contractor's possession in a format that can be readily utilized by the State.
(c) In order to protect the integrity and availability of government information, Contractor shall take reasonable measures to evaluate and monitor the financial circumstances of any subcontractor that will process, store, transmit or access government information. [07-7B007-1]
7.2 CHANGES (JAN 2006)
(1) Contract Modification. By a written order, at any time, and without notice to any surety, the Procurement Officer may, subject to all appropriate adjustments, make changes within the general scope of this Contract in any one or more of the following:
(a) drawings, designs, or specifications, if the supplies to be furnished are to be specially manufactured for the [State] in accordance therewith;
(b) method of shipment or packing;
(c) place of delivery;
(d) description of services to be performed;
(e) time of performance (i.e., hours of the day, days of the week, etc.); or,
(f) place of performance of the services. Subparagraphs (a) to (c) apply only if supplies are furnished under this Contract. Subparagraphs (d) to (f) apply only if services are performed under this Contract.
(2) Adjustments of Price or Time for Performance. If any such change increases or decreases Contractor's cost of, or the time required for, performance of any part of the work under this Contract, whether or not changed by the order, an adjustment shall be made in the Contract price, the delivery schedule, or both, and the Contract modified in writing accordingly. Any adjustment in Contract price made pursuant to this clause shall be determined in accordance with the Price Adjustment Clause of this Contract. Failure of the parties to agree to an adjustment shall not excuse Contractor from proceeding with the Contract as changed, provided that the State promptly and duly make such provisional adjustments in payment or time for performance as may be reasonable. By proceeding with the work, Contractor shall not be deemed to have prejudiced any claim for additional compensation, or an extension of time for completion.
(3) Time Period for Claim. Within 30 days after receipt of a written contract modification under Paragraph (1) of this clause, unless such period is extended by the Procurement Officer in writing,
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Contractor shall file notice of intent to assert a claim for an adjustment. Later notification shall not bar Contractor's claim unless the State is prejudiced by the delay in notification.
(4) Claim Barred After Final Payment. No claim by Contractor for an adjustment hereunder shall be allowed if notice is not given prior to final payment under this Contract.
[07-7B025-1]
7.3 COMPLIANCE WITH LAWS (JAN 2006)
During the term of the Contract, Contractor shall comply with all applicable provisions of laws, codes, ordinances, rules, regulations, and tariffs. [07-7B035-1]
7.4 CONTRACT DOCUMENTS and ORDER OF PRECEDENCE-SOFTWARE LICENSING
SINGLE AGENCY (FEB 2015)
Notwithstanding the clause entitled "Contract Documents & Order of Precedence," but as provided in the clause titled "Software Licensing Agreements-Single Solicitation," any contract awarded pursuant to this solicitation shall not include a software licensing agreement. Further, the document titled South Carolina Standard Amendment To End User License Agreements For Commercial Off-The-Shelf Software - Single Agency, which is attached hereto as an exhibit, is offered as information only and does not form part of the Contract. [07-7B042-1]
7.5 CONTRACTOR'S LIABILITY INSURANCE - GENERAL (FEB 2015)
(a) Without limiting any of the obligations or liabilities of Contractor, Contractor shall procure from a company or companies lawfully authorized to do business in South Carolina and with a current A.M. Best rating of no less than A: VII, and maintain for the duration of the Contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work and the results of that work by Contractor, his agents, representatives, employees or subcontractors.
(b) Coverage shall be at least as broad as:
(1) Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an "occurrence" basis, including products-completed operations, personal and advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, the general aggregate limit shall be twice the required occurrence limit. This Contract shall be considered to be an "insured contract" as defined in the policy.
(2) Auto Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage.
(3) Worker's Compensation: As required by the State of South Carolina, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(c) Every applicable Using Governmental Unit, and the officers, officials, employees and volunteers of any of them, must be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Contractor's insurance at least as broad as ISO Form CG 20
46
10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used.
(d) For any claims related to this Contract, Contractor's insurance coverage shall be primary insurance as respects the State, every applicable Using Governmental Unit, and the officers, officials, employees and volunteers of any of them. Any insurance or self-insurance maintained by the State, every applicable Using Governmental Unit, or the officers, officials, employees and volunteers of any of them, shall be excess of Contractor's insurance and shall not contribute with it.
(e) Prior to commencement of the work, Contractor shall furnish the State with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this section. All certificates are to be received and approved by the State before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. The State reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by this section, at any time.
(f) Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. In addition, Contractor shall notify the State immediately upon receiving any information that any of the coverages required by this section are or will be changed, cancelled, or replaced.
(g) Contractor hereby grants to the State and every applicable Using Governmental Unit a waiver of any right to subrogation which any insurer of said Contractor may acquire against the State or applicable Using Governmental Unit by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the State or Using Governmental Unit has received a waiver of subrogation endorsement from the insurer.
(h) Any deductibles or self-insured retentions must be declared to and approved by the State. The State may require Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
(i) The State reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
[07-7B056-2]
7.6 CONTRACTOR'S LIABILITY INSURANCE - INFORMATION SECURITY AND
PRIVACY (FEB 2015)
[ASK QUESTIONS NOW: For products providing the coverages required by this clause, the insurance market is evolving. Our research indicates that the requirements stated herein reflect commercially-available insurance products. Any Offeror having concerns with any specific requirements of this clause should communicate those concerns to the procurement officer well in advance of opening.]
(a) Without limiting any other obligations or liabilities of Contractor, Contractor shall procure from a company or companies lawfully authorized to do business in South Carolina and with a current A.M. Best rating of no less than A: VII, and maintain for the duration of the Contract, a policy or policies of insurance against claims which may arise from or in connection with the performance of the work and the results of that work by Contractor, his agents, representatives, employees, subcontractors or any other entity for which Contractor is legally responsible.
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(b) Coverage must include claims for:
(i) information security risks, including without limitation, failure to prevent unauthorized access to, tampering with or unauthorized use of a computer system; introduction of malicious codes, computer viruses, worms, logic bombs, etc., into data or systems; or theft, damage, unauthorized disclosure, destruction, or corruption of information in whatever form;
(ii) privacy risks, including (A) failure to properly handle, manage, store, destroy, or otherwise control non-public personally identifiable information in any format; (B) loss or disclosure of confidential information; and (C) any form of invasion, infringement or interference with rights of privacy, including breach of security/privacy laws or regulations;
(iii) contractual liability for Contractor's obligations described in the clauses titled "Indemnification - Third Party Claims - Disclosure Of Information" and "Information Use And Disclosure;" and
(iv) errors, omissions, or negligent acts in the performance, by Contractor or by any entity for which Contractor is legally responsible, of professional services included in the work.
(c) If the work includes content for internet web sites or any publications or media advertisements, coverage must also include claims for actual or alleged infringement of intellectual property rights, invasion of privacy, as well as advertising, media and content offenses.
(d) If the work includes software, coverage must also include claims for intellectual property infringement arising out of software and/or content (with the exception of patent infringement and misappropriation of trade secrets).
(e) Coverage shall have limits no less than five million ($5,000,000.00) dollars per occurrence and ten million ($10,000,000.00) dollars aggregate.
(f) If the insurance required by this clause is procured on a form affording "claims-made" coverage, then (i) all limits stated above as "per occurrence" shall be understood to mean "per claim" or "per occurrence," as is consistent with the terms of the "claims-made" policy; and (ii) such claims-made insurance shall provide for a retroactive date no later than the date the Contract is awarded.
(g) All terms of this clause shall survive termination of the Contract and shall continue until thirty (30) days past the final completion of the work, including the performance of any warranty work. In addition, Contractor shall maintain in force and effect any "claims-made" coverage for a minimum of two (2) years after final completion of all work or services to be provided hereunder. Contractor shall purchase an extended reporting period, or "tail coverage," if necessary to comply with the latter requirement.
(h) Every applicable Using Governmental Unit, and the officers, officials, employees and volunteers of any of them, must be covered as additional insureds on the policy or policies of insurance required by this clause.
(i) For any claims related to this Contract, the insurance coverage required by this clause shall be primary insurance as respects the State, every applicable Using Governmental Unit, and the officers, officials, employees and volunteers of any of them. Any insurance or self-insurance maintained by the State, every applicable Using Governmental Unit, or the officers, officials, employees and volunteers of any of them, shall be excess of Contractor's insurance and shall not contribute with it.
(j) Prior to commencement of the work, Contractor shall furnish the State with original certificates of insurance for every applicable policy effecting the coverage required by this clause. All certificates are to be received and approved by the Procurement Officer before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to
48
provide them. The State reserves the right to require complete, certified copies of all required insurance policies, including policy declarations and any endorsements required by this section, at any time.
(k) Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. In addition, Contractor shall notify the State immediately upon receiving any information that any of the coverages required by this clause are or will be changed, cancelled, or replaced.
(l) Contractor hereby grants to the State and every applicable Using Governmental Unit a waiver of any right to subrogation which any insurer of said Contractor may acquire against the State or applicable Using Governmental Unit by virtue of the payment of any loss under such insurance as is required by this clause. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the State or Using Governmental Unit has received a waiver of subrogation endorsement from the insurer.
(m) Any deductibles or self-insured retentions must be declared to and approved by the State. The State may require Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
[07-7B058-1]
7.7 CONTRACTOR PERSONNEL (JAN 2006)
Contractor shall enforce strict discipline and good order among Contractor's employees and other persons carrying out the Contract. Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. [07-7B060-1]
7.8 CONTRACTOR'S OBLIGATION -- GENERAL (JAN 2006)
Contractor shall provide and pay for all materials, tools, equipment, labor and professional and non-professional services, and shall perform all other acts and supply all other things necessary, to fully and properly perform and complete the work. Contractor must act as the prime Contractor and assume full responsibility for any subcontractor's performance. Contractor will be considered the sole point of contact with regard to all situations, including payment of all charges and the meeting of all other requirements. [07-7B065-1]
7.9 CONTRACTOR'S USE OF STATE PROPERTY (JAN 2006)
Upon termination of the Contract for any reason, the State shall have the right, upon demand, to obtain access to, and possession of, all State properties, including, but not limited to, current copies of all State application programs and necessary documentation, all data, files, intermediate materials and supplies held by Contractor. Contractor shall not use, reproduce, distribute, display, or sell any data, material, or documentation owned exclusively by the State without the State's written consent, except to the extent necessary to carry out the work. [07-7B067-1]
7.10 DEFAULT (JAN 2006)
(a) (1) The State may, subject to paragraphs (c) and (d) of this clause, by written notice of default to Contractor, terminate this Contract in whole or in part if Contractor fails to:
49
(i) Deliver the supplies or to perform the services within the time specified in this contract or any extension;
(ii) Make progress, so as to endanger performance of this Contract (but see paragraph (a)(2) of this clause); or
(iii) Perform any of the other material provisions of this Contract (but see paragraph (a)(2) of this clause).
(2) The State's right to terminate this Contract under subdivisions (a)(1)(ii) and (1)(iii) of this clause, may be exercised if Contractor does not cure such failure within 10 days (or more if authorized in writing by the Procurement Officer) after receipt of the notice from the Procurement Officer specifying the failure.
(b) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Procurement Officer considers appropriate, supplies or services similar to those terminated, and Contractor will be liable to the State for any excess costs for those supplies or services. However, Contractor shall continue the work not terminated.
(c) Except for defaults of subcontractors at any tier, Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of Contractor. Examples of such causes include (1) acts of God or of the public enemy, (2) acts of the State in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance the failure to perform must be beyond the control and without the fault or negligence of Contractor.
(d) If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Contractor and subcontractor, and without the fault or negligence of either, Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in sufficient time for Contractor to meet the required delivery schedule.
(e) If this Contract is terminated for default, the State may require Contractor to transfer title and deliver to the State, as directed by the Procurement Officer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as "manufacturing materials" in this clause) that Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Procurement Officer, Contractor shall also protect and preserve property in its possession in which the State has an interest.
(f) The State shall pay contract price for completed supplies delivered and accepted. Contractor and Procurement Officer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property; if the parties fail to agree, the Procurement Officer shall set an amount subject to Contractor's rights under the Disputes clause. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Procurement Officer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders.
(g) If, after termination, it is determined that Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall, if the Contract contains a clause providing for termination for convenience of the State, be the same as if the termination had been issued for the convenience of the State. If, in the foregoing circumstances, this Contract does not contain a clause
50
providing for termination for convenience of the State, the Contract shall be adjusted to compensate for such termination and the Contract modified accordingly subject to Contractor's rights under the Disputes clause.
(h) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract. [07-7B075-1]
7.11 ILLEGAL IMMIGRATION (NOV 2008)
(An overview is available at www.procurement.sc.gov) By signing your Offer, you certify that you will comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws and agree to provide to the State upon request any documentation required to establish either: (a) that Title 8, Chapter 14 is inapplicable to you and your subcontractors or sub-subcontractors; or (b) that you and your subcontractors or sub-subcontractors are in compliance with Title 8, Chapter 14. Pursuant to Section 8-14-60, "A person who knowingly makes or files any false, fictitious, or fraudulent document, statement, or report pursuant to this chapter is guilty of a felony, and, upon conviction, must be fined within the discretion of the court or imprisoned for not more than five years, or both." You agree to include in any contracts with your subcontractors language requiring your subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in their contracts with the sub-subcontractors language requiring the sub-subcontractors to comply with the applicable requirements of Title 8, Chapter 14. [07-7B097-1]
7.12 INDEMNIFICATION-THIRD PARTY CLAIMS - GENERAL (NOV 2011)
Notwithstanding any limitation in this agreement, and to the fullest extent permitted by law, Contractor shall defend and hold harmless Indemnitees for and against any and all suits or claims of any character (and all related damages, settlement payments, attorneys' fees, costs, expenses, losses or liabilities) by a third party which are attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property arising out of or in connection with the goods or services acquired hereunder or caused in whole or in part by any act or omission of Contractor, its subcontractors, their employees, workmen, servants, agents, or anyone directly or indirectly employed by them or anyone for whose acts any of them may be liable, regardless of whether or not caused in part by an Indemnitee, and whether or not such claims are made by a third party or an Indemnitee; however, if an Indemnitee's negligent act or omission is subsequently determined to be the sole proximate cause of a suit or claim, the Indemnitee shall not be entitled to indemnification hereunder. Contractor shall be given timely written notice of any suit or claim. Contractor's obligations hereunder are in no way limited by any protection afforded under workers' compensation acts, disability benefits acts, or other employee benefit acts. This clause shall not negate, abridge, or reduce any other rights or obligations of indemnity which would otherwise exist. The obligations of this paragraph shall survive termination, cancelation, or expiration of the parties' agreement. This provision shall be construed fairly and reasonably, neither strongly for nor against either party, and without regard to any clause regarding insurance. As used in this clause, "Indemnitees" means the State of South Carolina, its instrumentalities, agencies, departments, boards, political subdivisions and all their respective officers, agents and employees. [07-7B100-2]
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7.13 INDEMNIFICATION - THIRD PARTY CLAIMS - DISCLOSURE OF INFORMATION
(FEB 2015)
(a) Without limitation, Contractor shall defend and hold harmless Indemnitees from and against any and all suits, claims, investigations, or fines (hereinafter "action") of any character (and all related damages, settlement payments, attorneys' fees, costs, expenses, losses or liabilities) by a third party which arise out of or in connection with a disclosure of government information (as defined in the clause titled Information Security - Definitions) caused in whole or in part by any act or omission of Contractor, its subcontractors at any tier, their employees, workmen, servants, agents, or anyone directly or indirectly employed by them or anyone for whose acts any of them may be liable, regardless of whether or not caused in part by an Indemnitee, and whether or not such action is brought by a third party or an Indemnitee, but only if the act or omission constituted a failure to perform some obligation imposed by the contract or the law.
(b) Indemnitee must notify Contractor in writing within a reasonable period of time after Indemnitee first receives written notice of any action. Indemnitee's failure to provide or delay in providing such notice will relieve Contractor of its obligations under this clause only if and to the extent that such delay or failure materially prejudices contractors ability to defend such action. Indemnitee must reasonably cooperate with Contractor's defense of such actions (such cooperation does not require and is without waiver of an Indemnitees attorney/client, work product, or other privilege) and, subject to Title 1, Chapter 7 of the South Carolina Code of Laws, allow Contractor sole control of the defense, so long as the defense is diligently and capably prosecuted. Indemnitee may participate in Contractor's defense of any action at its own expense. Contractor may not, without Indemnitee's prior written consent, settle, compromise, or consent to the entry of any judgment in any such commenced or threatened action unless such settlement, compromise or consent (i) includes an unconditional release of Indemnitee from all liability related to such commenced or threatened action, and (ii) is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, an Indemnitee or otherwise adversely affect an Indemnitee. Indemnitee's consent is necessary for any settlement that requires Indemnitee to part with any right or make any payment or subjects Indemnitee to any injunction.
(c) Notwithstanding any other provision, Contractor's obligations pursuant to this clause are without any limitation whatsoever. Contractor's obligations under this clause shall survive the termination, cancellation, rejection, or expiration of the contract. This provision shall be construed fairly and reasonably, neither strongly for nor against either party, and without regard to any clause regarding insurance.
(d) "Indemnitee" means the State of South Carolina, its instrumentalities, agencies, departments, boards, political subdivisions and all their respective officers, agents and employees.
[07-7B102-1]
7.14 INDEMNIFICATION-INTELLECTUAL PROPERTY (JAN 2006)
(a) Without limitation and notwithstanding any provision in this agreement, Contractor shall, upon receipt of notification, defend and indemnify the State, its instrumentalities, agencies, departments, boards, political subdivisions and all their respective officers, agents and employees against all actions, proceedings or claims of any nature (and all damages, settlement payments, attorneys' fees (including inside counsel), costs, expenses, losses or liabilities attributable thereto) by any third party asserting or involving an IP right related to an acquired item. State shall allow Contractor to defend such claim so
52
long as the defense is diligently and capably prosecuted. State shall allow Contractor to settle such claim so long as (i) all settlement payments are made by Contractor, and (ii) the settlement imposes no non-monetary obligation upon State. State shall reasonably cooperate with Contractor's defense of such claim. (b) In the event an injunction or order shall be obtained against State's use of any acquired item, or if in Contractor's opinion, the acquired item is likely to become the subject of a claim of infringement or violation of an IP right, Contractor shall, without in any way limiting the foregoing, and at its expense, either: (1) procure for State the right to continue to use, or have used, the acquired item, or (2) replace or modify the acquired item so that it becomes non-infringing but only if the modification or replacement does not adversely affect the specifications for the acquired item or its use by State. If neither (1) nor (2), above, is practical, State may require that Contractor remove the acquired item from State, refund to State any charges paid by State therefor, and take all steps necessary to have State released from any further liability. (c) Contractors obligations under this paragraph do not apply to a claim to the extent (i) that the claim is caused by Contractor's compliance with specifications furnished by the State unless Contractor knew its compliance with the State's specifications would infringe an IP right, or (ii) that the claim is caused by Contractor's compliance with specifications furnished by the State if the State knowingly relied on a third party's IP right to develop the specifications provided to Contractor and failed to identify such product to Contractor. (d) As used in this paragraph, these terms are defined as follows: "IP right(s)" means a patent, copyright, trademark, trade secret, or any other proprietary right. "Acquired item(s)" means the rights, goods, or services furnished under this agreement. "Specification(s)" means a detailed, exact statement of particulars such as a statement prescribing materials, dimensions, and quality of work. (e) Contractor's obligations under this clause shall survive the termination, cancellation, rejection, or expiration of this Agreement. [07-7B103-1]
7.15 INFORMATION SECURITY - DEFINITIONS (FEB 2015)
The following definitions are used in those clauses that cross reference this clause.
Compromise means disclosure of information to unauthorized persons, or a violation of the security policy of a system in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object may have occurred. Without limitation, the term "compromise" includes copying the data through covert network channels, or copying the data to unauthorized media, or disclosure of information in violation of any obligation imposed by this Contract.
Data means a subset of information in an electronic format that allows it to be retrieved or transmitted.
Government information means information (i) provided to Contractor by, or generated by Contractor for, the using governmental unit, or (ii) acquired or accessed by Contractor as a result of performing the Work. Without limiting the foregoing, government information includes any information that Contractor acquires or accesses by software or web-based services, which includes, without limitation, any metadata or location data. Government information excludes unrestricted information.
Information means any communication or representation of knowledge such as facts, statistics, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual.
Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.
53
Public information means any specific information, regardless of form or format, that the State has actively and intentionally disclosed, disseminated, or made available to the public. Information is not public information solely because it may be subject to inspection pursuant to an unfulfilled public records request.
Software means any computer program accessed or used by the Using Governmental Unit or a third party pursuant to or as a result of this Contract.
Third party means any person or entity other than the Using Governmental Unit, Contractor, or any subcontractors at any tier.
Unrestricted information means (1) public information acquired other than through performance of the work, (2) information acquired by Contractor prior to Contract formation, (3) information incidental to your Contract administration, such as financial, administrative, cost or pricing, or management information, and (4) any ideas, concepts, know-how, methodologies, processes, technologies, techniques which Contractor develops or learns in connection with Contractor's performance of the work.
Web-based service means a service accessed over the Internet and acquired, accessed, or used by the using governmental unit or a third party pursuant to or as a result of this Contract, including without limitation, cloud services, software-as-a-service, and hosted computer services.
[07-7B104-1]
7.16 INFORMATION SECURITY - SAFEGUARDING REQUIREMENTS (FEB 2015)
(a) Definitions. The terms used in this clause shall have the same meaning as the terms defined in the clause titled Information Security - Definitions. In addition, as used in this clause-
Clearing means removal of data from an information system, its storage devices, and other peripheral devices with storage capacity, in such a way that the data may not be reconstructed using common system capabilities (i.e., through the keyboard); however, the data may be reconstructed using laboratory methods.
Intrusion means an unauthorized act of bypassing the security mechanisms of a system.
Media means physical devices or writing surfaces including but not limited to magnetic tapes, optical disks, magnetic disks, large scale integration memory chips, and printouts (but not including display media, e.g., a computer monitor, cathode ray tube (CRT) or other (transient) visual output) onto which information is recorded, stored, or printed within an information system.
Safeguarding means measures or controls that are prescribed to protect information.
Voice means all oral information regardless of transmission protocol.
(b) Safeguarding Information. Without limiting any other legal or contractual obligations, Contractor shall implement and maintain reasonable and appropriate administrative, physical, and technical safeguards (including without limitation written policies and procedures) for protection of the security, confidentiality and integrity of the government information in its possession. In addition, Contractor stall apply security controls when Contractor reasonably determines that safeguarding requirements, in addition to those identified in paragraph (c) of this clause, may be required to provide adequate security, confidentiality and integrity in a dynamic environment based on an assessed risk or vulnerability.
54
(c) Safeguarding requirements and procedures. Contractor shall apply the following basic safeguarding requirements to protect government information from unauthorized access and disclosure:
(1) Protecting information on public computers or Web sites: Do not process government information on public computers (e.g., those available for use by the general public in kiosks, hotel business centers) or computers that do not have access control. Government information shall not be posted on Web sites that are publicly available or have access limited only by domain/Internet Protocol restriction. Such information may be posted to web pages that control access by user ID/password, user certificates, or other technical means, and that provide protection via use of security technologies. Access control may be provided by the intranet (versus the Web site itself or the application it hosts).
(2) Transmitting electronic information. Transmit email, text messages, blogs, and similar communications that contain government information using technology and processes that provide the best level of security and privacy available, given facilities, conditions, and environment.
(3) Transmitting voice and fax information. Transmit government information via voice and fax only when the sender has a reasonable assurance that access is limited to authorized recipients.
(4) Physical and electronic barriers. Protect government information by at least one physical and one electronic barrier (e.g., locked container or room, login and password) when not under direct individual control.
(5) Sanitization. At a minimum, clear information on media that have been used to process government information before external release or disposal. Overwriting is an acceptable means of clearing media in accordance with National Institute of Standards and Technology 800-88, Guidelines for Media Sanitization, at http://csrc.nist.gov/publications/nistpubs/800-88/NISTSP800-88_with-errata.pdf.
(6) Intrusion protection. Provide at a minimum the following protections against intrusions and compromise:
(i) Current and regularly updated malware protection services, e.g., anti-virus, antispyware.
(ii) Prompt application of security-relevant software upgrades, e.g., patches, service packs, and hot fixes.
(7) Transfer limitations. Transfer government information only to those subcontractors that both require the information for purposes of Contract performance and provide at least the same level of security as specified in this clause.
(d) Subcontracts. Any reference in this clause to Contractor also includes any subcontractor at any tier. Contractor is responsible for, and shall impose by agreement requirements at least as secure as those imposed by this clause on, any other person or entity that Contractor authorizes to take action related to government information.
(e) Other contractual requirements regarding the safeguarding of information. This clause addresses basic requirements and is subordinate to any other Contract clauses or requirements to the extent that it specifically provides for enhanced safeguarding of information or information systems.
[07-7B105-1]
7.17 INFORMATION SECURITY - LOCATION OF DATA (FEB 2015)
Notwithstanding any other provisions, Contractor is prohibited from processing, storing, transmitting, or accessing government information, as defined in the clause titled Information Security - Definitions,
55
outside the continental United States. For clarity, this obligation is a material requirement of this Contract and applies to subcontractors at any tier.
[07-7B106-1]
7.18 INFORMATION USE AND DISCLOSURE (FEB 2015)
Except to the extent necessary for performance of the work, citizens should not be required to share information with those engaged by the government in order to access services provided by the government and such information should be used by those engaged by the government only to the extent necessary to perform the work acquired; accordingly, this clause addresses basic requirements for Contractor's use and disclosure of government information, which expressly includes, but is not limited to, information provided by or obtained from the citizens. Anonymizing information does not resolve the foregoing concern. This clause should be broadly interpreted to effectuate this intent. Every obligation in this clause is material. Absent express reference to this clause, this clause supersedes any other clause to the extent of any inconsistency unless and to the extent the other clause provides greater protection for government information.
(a) Definitions. The terms used in this clause shall have the same meaning as the terms defined in the clause titled Information Security - Definitions.
(b) Legal mandates. Contractor shall be permitted to use, disclose, or retain government information to the limited extent necessary to comply with any requirement imposed on Contractor by law. If it is necessary for Contractor to use, disclose, or retain government information in order to comply with a law, Contractor shall provide using governmental unit with written notice, including a description of the circumstances and applicable law, in advance of such use, disclosure or retention except to the extent expressly prohibited by law.
(c) Flow down. Any reference in this clause to Contractor also includes any subcontractor at any tier. Contractor is responsible for, and shall impose by agreement the requirements of this clause on, any other person or entity that Contractor authorizes to take action related to government information.
(d) Collecting Information. Contractor must gather and maintain government information only to the minimum extent necessary to accomplish the work.
(e) Rights, Disclosure and Use. Except as otherwise expressly provided in this solicitation, Contractor agrees NOT to either (1) use or disclose government information, or (2) retain government information after termination or expiration of this Contract. Contractor acquires no rights in any government information except the limited rights to use, disclose and retain the government information in accordance with the terms of this solicitation. To the extent reasonably necessary to perform the work, Contractor may: (i) use (including access, process, transmit, and store) and maintain the government information itself; and (ii) disclose government information to persons having a need-to-know (e.g., subcontractors). Before disclosing government information to a subcontractor or third party, Contractor shall give the using governmental unit detailed written notice of both the reason for disclosure and the identity and location of the recipient. The notice shall be provided no later than fifteen (15) business days in advance of the disclosure.
(f) Return. Notwithstanding the using governmental unit's failure to perform or the pendency of a dispute, Contractor agrees to promptly deliver to the using governmental unit (or destroy, at the using governmental unit's option) all government information in its possession as and upon written request of using governmental unit (provided that, if the Contract has not expired or been terminated, Contractor
56
shall be excused from the performance of any work reasonably dependent on Contractor's further access to such government information).
(g) Privacy Policy & Applicable Laws. Without limiting any other legal or contractual obligations imposed by this Contract or the law, Contractor shall (a) comply with its own privacy policies and written privacy statements relevant to the work, and (b) comply with (1) all laws applicable to Contractor regarding government information, and (2) all laws and standards identified in the clause, if included, entitled Information Use and Disclosure - Standards.
(h) Actions Following Disclosure. Immediately upon discovery of a compromise or improper use of government information, Contractor shall take such action as may be necessary to preserve forensic evidence and eliminate the cause of the compromise or improper use. As soon as practicable, but no later than twenty-four hours after discovery, Contractor shall notify using governmental unit of the compromise or improper use, including a description of the circumstances of the use or compromise. As soon as practicable after discovery, Contractor shall undertake a thorough forensic investigation of any compromise or improper use and provide the using governmental unit all information necessary to enable the using governmental unit to fully understand the nature and extent of the compromise or improper use. With regard to any compromise or improper use of government information, Contractor shall: (1) provide any notification to third parties legally required to be provided such notice by Contractor, and if not (e.g., if legally required of the using governmental unit), Contractor shall reimburse using governmental unit for the cost of providing such notifications; (2) pay all costs and expenses for at least two years of identity theft monitoring services (including without limitation, credit monitoring) and identity theft restoration services for any such affected individuals receiving notice where such services are appropriate given the circumstances of the incident and the nature of the information compromised; (3) undertake any other measures that are customary and reasonable for an entity to take when experiencing a similar disclosure, (4) pay any related fines or penalties imposed on the using governmental unit, and (5) reimburse the Using Governmental Unit all costs reasonably incurred for communications and public relations services involved in responding to the compromise or improper us. Notwithstanding any other provision, Contractor's obligations pursuant to this item (h) are without limitation.
(i) Survival & Remedy. All the obligations imposed by this paragraph are material. The obligations of this section shall survive termination or expiration of the contract. Without limiting any rights the using governmental unit may have, and notwithstanding any other term of this contract, Contractor agrees that using governmental unit may have no adequate remedy at law for a breach of Contractor's obligations under this clause and therefore the using governmental unit shall be entitled to pursue equitable remedies in the event of a breach of this clause.
[07-7B108-1]
7.19 INFORMATION USE AND DISCLOSURE - STANDARDS (FEB 2015)
To the extent applicable:
(a) Breach of security of state agency data; notification; rights and remedies of injured parties; penalties; notification of Consumer Protection Division, S.C. Code Ann. Section 1-11-490.
(b) South Carolina Financial Identity Fraud and Identity Theft Protection Act (FIFITPA), 2008 Act 190, as amended. Solely for purposes of Section 39-1-90 of the South Carolina Code of Laws, as amended, Contractor is deemed to be the owner of government information, as defined herein, and Contractor agrees that the Using Governmental Unit is not a licensee.
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(c) The South Carolina Family Privacy Protection Act of 2002, S.C. Code Ann. Sections 30-2-10, et seq.
(d) Personal Identifying Information Privacy Protection, S.C. Code Ann. Sections 30-2-310 et seq.
(e) Data Breach Notification, 2014 Act No. 286, Section 117.117, as revised in any future annual appropriations act.
[07-7B110-1]
7.20 LICENSES AND PERMITS (JAN 2006)
During the term of the Contract, Contractor shall be responsible for obtaining, and maintaining in good standing, all licenses (including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and /or inspections required by the State, county, city or other government entity or unit to accomplish the work specified in this solicitation and the Contract. [07-7B115-1]
7.21 MATERIAL AND WORKMANSHIP (JAN 2006)
Unless otherwise specifically provided in this Contract, all equipment, material, and articles incorporated in the work covered by this Contract are to be new and of the most suitable grade for the purpose intended. [07-7B120-1]
7.22 OFFSHORE CONTRACTING PROHIBITED (FEB 2015)
No part of the resulting Contract from this solicitation may be performed offshore of the United States by persons located offshore of the United State or by means, methods, or communications that, in whole or in part, take place offshore of the United States. [07-7B122-1]
7.23 OWNERSHIP OF DATA and MATERIALS (JAN 2006)
All data, material and documentation prepared for the state pursuant to this Contract shall belong exclusively to the State. [07-7B125-1]
7.24 PRICE ADJUSTMENTS (JAN 2006)
(1) Method of Adjustment. Any adjustment in the Contract price made pursuant to a clause in this Contract shall be consistent with this Contract and shall be arrived at through whichever one of the following ways is the most valid approximation of the actual cost to Contractor (including profit, if otherwise allowed):
(a) by agreement on a fixed price adjustment before commencement of the pertinent performance or as soon thereafter as practicable;
(b) by unit prices specified in the Contract or subsequently agreed upon;
(c) by the costs attributable to the event or situation covered by the relevant clause, including profit if otherwise allowed, all as specified in the Contract; or subsequently agreed upon;
(d) in such other manner as the parties may mutually agree; or,
(e) in the absence of agreement by the parties, through a unilateral initial written determination by the Procurement Officer of the costs attributable to the event or situation covered by the clause, including
58
profit if otherwise allowed, all as computed by the Procurement Officer in accordance with generally accepted accounting principles, subject to the provisions of Title 11, Chapter 35, Article 17 of the S.C. Code of Laws.
(2) Submission of Price or Cost Data. Upon request of the Procurement Officer, Contractor shall provide reasonably available factual information to substantiate that the price or cost offered, for any price adjustments is reasonable, consistent with the provisions of Section 11-35-1830. [07-7B160-1]
7.25 PRICING DATA -- AUDIT -- INSPECTION (JAN 2006)
[Clause Included Pursuant to Section 11-35-1830, - 2210, & -2220] (a) Cost or Pricing Data. Upon Procurement Officer's request, you shall submit cost or pricing data, as defined by 48 C.F.R. Section 2.101 (2004), prior to either (1) any award to Contractor pursuant to 11-35-1530 or 11-35-1560, if the total Contract price exceeds $500,000, or (2) execution of a change order or Contract modification with Contractor which exceeds $100,000. Your price, including profit or fee, shall be adjusted to exclude any significant sums by which the state finds that such price was increased because you furnished cost or pricing data that was inaccurate, incomplete, or not current as of the date agreed upon between parties. (b) Records Retention. You shall maintain your records for three years from the date of final payment, or longer if requested by the chief Procurement Officer. The state may audit your records at reasonable times and places. As used in this subparagraph (b), the term "records" means any books or records that relate to cost or pricing data submitted pursuant to this clause. In addition to the obligation stated in this subparagraph (b), you shall retain all records and allow any audits provided for by 11-35-2220(2). (c) Inspection. At reasonable times, the state may inspect any part of your place of business which is related to performance of the work. (d) Instructions Certification. When you submit data pursuant to subparagraph (a), you shall (1) do so in accordance with the instructions appearing in Table 15-2 of 48 C.F.R. Section 15.408 (2004) (adapted as necessary for the state context), and (2) submit a Certificate of Current Cost or Pricing Data, as prescribed by 48 CFR Section 15.406-2(a) (adapted as necessary for the state context). (e) Subcontracts. You shall include the above text of this clause in all of your subcontracts. (f) Nothing in this clause limits any other rights of the state. [07-7B185-1]
7.26 RELATIONSHIP OF THE PARTIES (JAN 2006)
Neither party is an employee, agent, partner, or joint venturer of the other. Neither party has the right or ability to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party. [07-7B205-1]
7.27 RESTRICTIONS ON PRESENTING TERMS OF USE OR OFFERING ADDITIONAL
SERVICES (FEB 2015)
(a) Citizens, as well as public employees (acting in their individual capacity), should not be unnecessarily required to agree to or provide consent to policies or contractual terms in order to access services acquired by the government pursuant to this Contract (hereinafter "applicable services") or, in the case of public employees, to perform their job duties; accordingly, in performing the work, Contractor shall not require or invite any citizen or public employee to agree to or provide consent to any end user Contract, privacy policy, or other terms of use (hereinafter "terms of use") not previously approved in writing by the procurement officer. Contractor agrees that any terms of use regarding applicable services are void and of no effect.
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(b) Unless expressly provided in the solicitation, public contracts are not intended to provide Contractors an opportunity to market additional products and services; accordingly, in performing the work, Contractor shall not - for itself or on behalf of any third party - offer citizens or public employees (other than the procurement officer) any additional products or services not required by the Contract.
(c) Any reference to Contractor in items (a) or (b) also includes any subcontractor at any tier. Contractor is responsible for compliance with these obligations by any person or entity that Contractor authorizes to take any action related to the work.
(d) Any violation of this clause is a material breach of Contract. The parties acknowledge the difficulties inherent in determining the damage from any breach of these restrictions. Contractor shall pay the state liquidated damages of $1,000 for each contact with a citizen or end user that violates this restriction. [07-7B212-1]
7.28 SOFTWARE LICENSES (JAN 2006)
Proprietary Software: Proprietary software is non-custom written, non-made for hire computer software supplied by Contractor and documentation used to describe, maintain and use the software.
License: The State is hereby granted a non-exclusive, fully paid perpetual license to use the proprietary software acquired hereunder.
Title: Title to any proprietary software provided by Contractor to the State will remain with Contractor.
Trade Secrets: The State agrees that the proprietary software is a trade secret of Contractor. The State agrees to take reasonable precautions to protect the trade secret nature of the proprietary software and to prevent its disclosure to unauthorized personnel. The license herein granted cannot be transferred, assigned, or made available by the State for use by any other individual, firm, partnership, or legal entity not affiliated, associated, or connected with the State without the prior expressed written consent of Contractor, which consent will not be unreasonably withheld. Such transfer shall also be conditioned upon the execution by the transferee of a written declaration agreeing to be bound by the terms and conditions of confidentiality provided for in this section.
Source Code: Source code includes files used by assembly, basic, c or other language compatibles to produce object modules for linkage into applications programs. The source code media will contain source code, files for compiling and linking software, and any other files and documentation available in machine-readable form to facilitate compiling and linking the code.
In the event Contractor, at any point during the continued installation and operation of the products acquired under this Contract, discontinues the conduct of business, or for any reason fails to continue to support its proprietary software, it will either make provision for the continued support under the same terms and conditions or provide the State with a copy of the source code for said proprietary software, at no expense to the State.
Export Control: The State acknowledges that the products acquired hereunder may be licensable by the U. S. Government. It further acknowledges that a valid export license must be obtained from the Department of Commerce prior to export of said products.
Customized Software: Customized software is made-for-hire, custom written and customer specific software or customizations to proprietary software developed for the State by Contractor and documentation used to describe, maintain and use the software.
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Title: Title to the customized software vests in the State as set forth herein. Contractor shall thereafter have no right, title or interest in any customized software. As herein used, title includes providing to the State all intellectual elements of the customized software including, but not limited to, developmental work product, notes, object and source codes, documentation, and any other items which would aid the State in understanding, using, maintaining, and enhancing said customized software.
Software Tools: Contractor shall provide to the STATE, simultaneous with its initial installation, and any subsequent enhancements, upgrades, fixes, etc., software tools (including, but not limited to compilers, editors, etc.) that the STATE would require to maintain or enhance the customized software. The price for said tools and the cost to train State personnel to maintain and/or to enhance the customized software shall be noted separately and included in Contractor's cost proposal submitted to the State in response to the State's solicitation.
Escrow for Source Code: In the event Contractor at any point during the continued installation and operation of the software herein acquired discontinues the conduct of business or for any other reason fails to continue to support the software, the state shall be provided a copy of the source code for said software within thirty days at no expense to the State.
For the effective term of this Contract, Contractor will provide, to a mutually agreed upon escrow agent in the United States, the most recent version of the source code on magnetic media.
Proprietary source code shall be deposited into the escrow account within fifteen (15) days of the initiation of the Contract, or any major update, non-customized enhancement, version or release of said licensed software.
The source code may be accessed only upon the following conditions:
a. Contractor refuses to provide software maintenance, bug fixes, upgrades, updates and/or enhancement services under the terms set forth in this Contract or as generally provided similarly situated customers; or
b. Contractor ceases to do business or exist as a valid business entity, as evidenced by an adjudication of bankruptcy or other definitive measure of cessation of operations.
With regards to proprietary software, the state may not sell, assign lease, or otherwise provide said source code(s) to any other person or entity, regardless of modification, without the express written consent of Contractor, its successors, and assigns. [07-7B215-1]
7.29 SERVICE PROVIDER SECURITY REPRESENTATION – REQUIRED (FEB 2015)
(ATTACHMENT C)
The following obligations are subordinate to any other Contract clause to the extent the other clause specifically provides for enhanced safeguarding of government information, applicable information systems, or applicable organizations. Offeror (i) warrants that the work will be performed, and any applicable information system (as defined in the clause titled "Information Security - Definitions") will be established and maintained in substantial conformity with the information provided in Offeror's Response to SPSAQ; (ii) agrees to provide the Using Governmental Unit with prompt notice of any material variation in operations from that reflected in the Response to SPSAQ; and (iii) agrees to comply with all other obligations involving either information security or information use and disclosure imposed by the Contract, notwithstanding any inconsistent statement in Offeror's Response
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to SPSAQ. To the extent Offeror's Response to SPSAQ does not conform to any other contractual requirements, the Using Agency's lack of objection does not constitute a waiver [07-7B217-1]
7.30 SOFTWARE LICENSING AGREEMENTS-SINGLE SOLICITATION (FEB 2015)
(a) Definitions. As used in this clause, these terms are defined as follows:
"Commercial Off-The-Shelf (COTS) Software" means software used with no customization and for which source code is not made available to licensees.
"Configuration" means any customer-specific modification to software that does not require changes to the software's source code, such as rules-based, rules engine based, or parameter driven modifications to configure the software.
"Customization" means any customer-specific modification to software that requires changes to the software's source code.
"Firmware" means software sold or licensed only in conjunction with machines, designed for execution only on a machine with which it is provided, designed only for machines other than a dedicated computer, and embedded into or installed on the machine by the machine's manufacturer or seller.
"Licensor" means an entity that owns the intellectual property rights for an item of software or has the authority to license or sublicense the software directly to the using governmental unit.
"Piggyback" means the document attached to this solicitation and entitled South Carolina Standard Amendment To End User License Agreements For Commercial Off-The-Shelf Software - Single Agency , which serves as South Carolina's standard amendment to a licensor's standard software licensing agreement (regardless of how denominated, e.g., master software licensing agreement, end user license agreement) for COTS. [Note: While the piggyback is generally indicative of what the State finds acceptable, terms in a Licensor's standard software licensing agreement may need to be negotiated.]
"Software" means a combination of computer instructions and data definitions that enable computer hardware to perform computational or control functions, excluding firmware.
"Software licensing agreement" means any agreement, regardless of how designated, that defines the intellectual property rights for, or the rights to use, any software product. A software licensing agreement must address only terms directly associated with licensing the right to use the software and must not address any of the work governed by the Contract or any services (other than warranty services regarding the software code or associated documentation).
"Software maintenance" means the process of modifying software after delivery to correct faults, improve performance or other attributes, or adapt to a changed environment. (Reference ISO/IEC 14764:2006, as amended or superseded.) Software maintenance does not include any customization or configuration.
"Software product" means any COTS which you propose to provide pursuant to the Contract.
"Source code" means computer instructions and data definitions expressed in a form suitable for input into an assembler, compiler or other translator.
(b) Contract and Software Licensing Agreement are Separate. The State seeks to establish related but independent agreements, one with each applicable licensor of COTS and one with Contractor - regardless of whether the licensor and Contractor are the same or different entities. As provided in the
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clause titled "Bid / Proposal As Offer To Contract," a contract between the State and Contractor results from an award made pursuant to this solicitation. In contrast, the State's acceptance of your Offer does not serve as the State's acceptance of any software licensing agreement; rather, software licensing agreements must be separately executed in order to be binding, regardless of whether the license to use the software will be granted by you or a third party. The Contract, as defined in the clause titled "Definitions," will address all work (excluding the use rights for any software product) and all terms regarding pricing, payment, and delivery of any software product. Accordingly, the State intends to pay Contractor in order to acquire license rights for any software product, but the license rights will be governed by a software licensing agreement with the licensor.
(c) Critical Instructions. (1) Your Offer must identify each software product you propose to provide, identify the licensor, and explain which of the following licensing models apply: (i) you intend to license (or sublicense) the item directly to the State, or (ii) you intend to "resell" or distribute the item to the State (with licensing handled directly with the third-party licensor). You should use the Software Table attached to this solicitation to assist you in providing this information. (2) Your Offer must NOT include any software licensing agreements; however, for any software product identified in your Offer, you must submit a software licensing agreement upon request of the procurement officer. You must be prepared to provide any requested software licensing agreement within one business day of receiving a request. (3) Regardless of your licensing model, your price must include the cost of providing every software product you propose to provide to the State and those terms will form part of the Contract.
(d) Pre-Condition of Award. If the work you are offering to perform is dependent upon the licensing of a software product by the State and the State is unsuccessful in negotiating an acceptable software licensing agreement for any software product for which it finds such an agreement necessary, your Offer will be rejected. To facilitate the timely and successful negotiation of a software licensing agreement deemed necessary by the State, the State may ask you, after opening but prior to award, to acquire from the licensor an executed copy of the piggyback. You should communicate with the licensors for any major or critical software product well in advance of submitting a proposal, and licensors should be informed that few changes will be made to the piggyback. [The State already has, and continues to enter into, standing, statewide, licensing agreements for a variety of computer programs. Without limiting any of the above requirements, an applicable agreement may already exist for one or more items of COTS you have identified.][07-7B224-1]
7.31 TERM OF CONTRACT -- EFFECTIVE DATE / INITIAL CONTRACT PERIOD (JAN
2006)
The effective date of this Contract is the first day of the Maximum Contract Period as specified on the final statement of award. The initial term of this agreement is 3 years, 0 months, 0 days from the effective date. Regardless, this Contract expires no later than the last date stated on the final statement of award. [07-7B240-1]
7.32 TERM OF CONTRACT – NON-TERMINATION OR SUSPENSION BY
CONTRACTOR
Due to the serious impact and irreparable harm any termination of this hosting Contract would have on the beneficiaries SCDHHS serves, in which case an adequate remedy at law is highly unlikely to be available, SCDHHS's failure to perform its responsibilities set forth in the Contract shall not be grounds for termination by Contractor. CONTRACTOR ACKNOWLEDGES AND AGREES THAT
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SCDHHS WOULD NOT BE WILLING TO ENTER INTO THIS AGREEMENT WITHOUT CONTRACTOR’S COVENANT AND ASSURANCES THAT THE (1) CONTRACT WILL NOT BE TERMINATED BY CONTRACTOR, AND (2) CONTRACTOR SHALL NOT SUSPEND PERFORMANCE EVEN IF SCDHHS FAILS TO PERFORM ANY OF ITS RESPONSBILITIES UNDER THE CONTRACT. ANY TERMINATION HEREUNDER SHALL NOT AFFECT ANY LICENSES GRANTED TO SCDHHS. Notwithstanding the foregoing, Contactor’s promise not to terminate or suspend its performance shall not relieve SCDHHS from damages otherwise recoverable by Contractor for SCDHHS’ failure to perform, including but not limited to payment of any fees legally owed to Contractor by SCDHHS.
7.33 TERM OF CONTRACT -- OPTION TO RENEW (JAN 2015)
(a) At the end of the initial term, and at the end of each renewal term, this Contract shall automatically renew for a period of 1 year(s), 0 month(s), and 0 day(s), unless Contractor receives notice that the state elects not to renew the Contract at least thirty (30) days prior to the date of renewal. Regardless, this Contract expires no later than the last date stated on the final statement of award. (b) Contractor acknowledges that, unless excused by Section 11-57-320, if Contractor is on the then-current Iran Divestment Act List as of the date of any Contract renewal, the renewal will be void ab initio. [07-7B245-2]
7.34 TERMINATION FOR CONTRACTOR INSOLVENCY
7.34.1 GENERAL RIGHTS
In the event of Contractor's bankruptcy or of the filing of any petition under bankruptcy laws affecting the rights of Contractor which is not stayed or dismissed within thirty (30) days of filing, in addition to the other rights and remedies set forth herein and pursuant to the Bankruptcy provision titled BANKRUPTCY-General (FEB 2015) [07-7A005-2], to the maximum extent permitted by Law, SCDHHS will have the immediate right to retain and take possession for safekeeping all SCDHHS Data, SCDHHS confidential information (any data or information from which an individual may be identified or when combined with other information which is in the possession of or likely to come into the possession of Contractor may identify a person or that is created, generated, accessed, collected, processed, stored, archived, or maintained by Contractor in the performance of obligations under the Contract, including individually-identifiable medical or health care information “Confidential Information”), all software, equipment, systems or materials to which SCDHHS are or would be entitled during the Term or upon the expiration or termination of this Contract. Contractor shall cooperate fully with SCDHHS and assist SCDHHS in identifying and taking possession of the items listed in the preceding sentence. SCDHHS will have the right to hold such SCDHHS Data, Confidential Information, software, equipment, systems and materials until such time as the trustee or receiver in bankruptcy or other appropriate insolvency office holder can provide adequate assurances and evidence to SCDHHS that they will be protected from sale, release, inspection, publication, or inclusion in any publicly accessible record, document, material or filing. Contractor and SCDHHS agree that without the material provisions, in this section relative to Contractor Insolvency, SCDHHS would not have entered into this Contract in reliance on Contractor providing an ASO or provided any right to the possession or use of SCDHHS Data, SCDHHS Confidential Information, or SCDHHS software covered by this Contract.
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7.34.2 RIGHTS IN EVENT OF BANKRUPTCY REJECTION
Notwithstanding anything to the contrary, in the event that Contractor becomes a debtor under the United States Bankruptcy Code (11 U.S.C. §101 et. seq. or any similar Law in any other country (the "Bankruptcy Code")) and rejects this Contract pursuant to Section 365 of the Bankruptcy Code (a "Bankruptcy Rejection"), (i) any and all of the licensee and sublicensee rights of SCDHHS arising under or otherwise set forth in this Contract, including without limitation its Web Licenses (Section VII TERMS AND CONDITIONS – B. SPECIAL) and the rights of SCDHHS referred to in Section 3 below, shall be deemed fully retained by and vested in SCDHHS as protected intellectual property rights under Section 365(n)(1)(B) of the Bankruptcy Code and further shall be deemed to exist immediately before the commencement of the bankruptcy case in which Contractor is the debtor; (ii) SCDHHS shall have all of the rights afforded to non-debtor licensees and sublicensees under Section 365(n) of the Bankruptcy Code; and (iii) to the extent any rights of SCDHHS under this Contract which arise after the termination or expiration of this Contract are determined by a bankruptcy court not to be "intellectual property rights" for purposes of Section 365(n), all of such rights shall remain vested in and fully retained by SCDHHS after any Bankruptcy Rejection as though this Contract were terminated or expired. SCDHHS shall under no circumstances be required to terminate this Contract after a Bankruptcy Rejection in order to enjoy or acquire any of its rights under this Contract, including without limitation any of the rights of SCDHHS referenced in Section 3 below.
7.34.3 LICENSE TO CONTRACTOR OWNED SOFTWARE
(A) License Grant. Upon Contractor’s providing notice of bankruptcy as provided above, at SCDHHS’s sole discretion, Contractor shall grant, and does hereby grant effective upon at least 5 days prior to such notice from SCDHHS, a worldwide, perpetual, non-exclusive, irrevocable, fully-paid-up license to use, execute, reproduce, display, perform, modify, enhance, distribute, and make derivative works (as defined in US Copyright Act) and to permit a SCDHHS approved third party to do any of the same to Contractor Software (and any modifications, substitutions, upgrades, enhancements, methodologies, tools, documentation and media related thereto) then used in providing the System to SCDHHS. Such license shall be further subject to the then current South Carolina Standard Amendment to End User License Agreements for Single Agency.
(B) System. Contractor shall promptly deliver to SCDHHS (or, at SCDHHS’s election, its designee(s)) (A) a copy of such software documentation, (B) the source code to the software to the extent necessary to permit the continued and uninterrupted use of the software , and (C) the object code for such software.
(C) License Charge. SCDHHS (and to the extent applicable, SCDHHS designee(s)) shall not be obligated to pay any license or transfer fees in connection with its receipt of the licenses above and other rights above.
7.35 TERMINATION FOR CONVENIENCE (JAN 2006)
(1) Termination. The Procurement Officer may terminate this Contract in whole or in part, for the convenience of the State. The Procurement Officer shall give written notice of the termination to Contractor specifying the part of the Contract terminated and when termination becomes effective.
(2) Contractor's Obligations. Contractor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Contractor will stop work to the extent specified. Contractor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Contractor shall settle the liabilities and claims arising out of the termination of
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subcontracts and orders connected with the terminated work. The Procurement Officer may direct Contractor to assign Contractor's right, title, and interest under terminated orders or subcontracts to the State. Contractor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.
(3) Right to Supplies. The Procurement Officer may require Contractor to transfer title and deliver to the State in the manner and to the extent directed by the Procurement Officer: (a) any completed supplies; and (b) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (hereinafter called "manufacturing material") as Contractor has specifically produced or specially acquired for the performance of the terminated part of this Contract. Contractor shall, upon direction of the Procurement Officer, protect and preserve property in the possession of Contractor in which the State has an interest. If the Procurement Officer does not exercise this right, Contractor shall use best efforts to sell such supplies and manufacturing materials in a accordance with the standards of Uniform Commercial Code Section 2-706. Utilization of this Section in no way implies that the State has breached the Contract by exercise of the Termination for Convenience Clause.
(4) Compensation. (a) Contractor shall submit a termination claim specifying the amounts due because of the termination for convenience together with cost or pricing data required by Section 11-35-1830 bearing on such claim. If Contractor fails to file a termination claim within one year from the effective date of termination, the Procurement Officer may pay Contractor, if at all, an amount set in accordance with Subparagraph (c) of this Paragraph.
(b) The Procurement Officer and Contractor may agree to a settlement and that the settlement does not exceed the total Contract price plus settlement costs reduced by payments previously made by the State, the proceeds of any sales of supplies and manufacturing materials under Paragraph (3) of this clause, and the Contract price of the work not terminated;
(c) Absent complete agreement under Subparagraph (b) of this Paragraph, the Procurement Officer shall pay Contractor the following amounts, provided payments agreed to under Subparagraph (b) shall not duplicate payments under this Subparagraph:
(i) Contract prices for supplies or services accepted under the Contract;
(ii) costs reasonably incurred in performing the terminated portion of the work less amounts paid or to be paid for accepted supplies or services;
(iii) reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Paragraph (2) of this clause. These costs must not include costs paid in accordance with Subparagraph (c)(ii) of this paragraph;
(iv) any other reasonable costs that have resulted from the termination. The total sum to be paid Contractor under this Subparagraph shall not exceed the total Contract price plus the reasonable settlement costs of Contractor reduced by the amount of payments otherwise made, the proceeds of any sales of supplies and manufacturing materials under Subparagraph (b) of this Paragraph, and the Contract price of work not terminated.
(d) Contractor must demonstrate any costs claimed, agreed to, or established under Subparagraphs (b) and (c) of this Paragraph using its standard record keeping system, provided such system is consistent with any applicable Generally Accepted Accounting Principles.
(5) Contractor's failure to include an appropriate termination for convenience clause in any subcontract shall not (i) affect the state's right to require the termination of a subcontract, or (ii) increase the
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obligation of the state beyond what it would have been if the subcontract had contained an appropriate clause.
[07-7B265-1]
7.36 VENDOR HOSTING/SaaS/CLOUD HOSTING
7.36.1 TURNOVER SERVICES
7.36.1.1 AVAILABILITY
Contractor shall provide SCDHHS with Turnover Plan described in Contractor’s proposal and as set forth below and within the Scope of Work. Contractor shall provide the Turnover Services to SCDHHS or its designee(s), commencing upon a request for Turnover Services by SCDHHS, and, at SCDHHS’ request, continue providing in accordance with the applicable Turnover Plan (defined below and within the Scope of Work) for the entire Turnover Period or, if applicable, the expiration or termination of the Term.
7.36.1.2 DETAILED TURNOVER PLAN
Contractor shall prepare and deliver to SCDHHS a detailed Turnover Plan for SCDHHS’ review, comment and approval within the timeframe designated in the CDML. The proposed detailed Turnover Plan shall describe in detail the specific turnover activities to be performed by Contractor, SCDHHS and/or its designee(s) to transition the ASO functions to SCDHHS or its designee(s). Contractor shall address and resolve any questions or concerns SCDHHS may have as to any aspect of the proposed detailed Turnover Plan and incorporate any modifications, additions or deletions to such Turnover Plan requested by SCDHHS. Contractor’s detailed Turnover Plan as approved by SCDHHS in writing shall be deemed appended to and incorporated in the Contract.
7.36.1.3 PERFORMANCE
During any Turnover Services, Contractor shall continue to meet the SLAs and provide the System and Services at the same level and qualities as before SCDHHS’ electing to commence Turnover. Contractor shall perform the Turnover Services with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency as it was required to provide the same or similar Services during the Term, including compliance with the SLAs.
7.36.1.4 RATES AND CHARGES
To the extent the Turnover Services requested by SCDHHS can be provided by Contractor using personnel and resources already assigned to SCDHHS without adversely affecting Contractor’s ability to meet its performance obligations, there will be no additional charge to SCDHHS for such Turnover Services. If material Turnover Services requested by SCDHHS cannot be provided by Contractor using assigned Contractor Personnel, then, in SCDHHS’s discretion, either: (i) charges will be calculated using the Modification Pool proposed labor rates and the SCDHHS approved Turnover Plan, or (ii) assigned to SCDHHS without adversely affecting Contractor’s ability to meet its performance obligations, SCDHHS, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by Contractor, along with the schedules associated with such work or the SLAs to permit the performance of such Turnover Services using such personnel.
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7.36.2 SERVICE LEVEL AGREEMENTS
7.36.2.1 SERVICE LEVEL AGREEMENTS AND OTHER PERFORMANCE
STANDARDS
Refer to Section 3.17 and Attachment Q
7.36.2.2 IMPROVEMENT
Throughout the Term, Contractor shall exercise commercially reasonable efforts to: (a) identify ways to improve the Service Levels; and (b) identify and, subject to SCDHHS' approval and to Contractor's confidentiality obligations to its other customers, apply to the System and the SLA’s proven techniques and tools from other similar Contractor projects that would benefit SCDHHS either operationally or financially.
7.36.3 SYSTEM CURRENCY
7.36.3.1 CURRENCY OF CONTRACTOR OWNED SOFTWARE
Contractor shall maintain reasonable currency for Contractor owned Software and provide maintenance and support for new releases and versions of such Software. At SCDHHS’s direction, Contractor shall operate, maintain and support multiple releases or versions of Contractor owned Software on a temporary basis for a reasonable period of time during a technology or software upgrade and shall do so without any increase in the Fees. For purposes of this Section, “reasonable currency” means that, unless otherwise directed by SCDHHS, Contractor shall (i) maintain Contractor owned Software at the then current major release, and (ii) install minor Releases promptly or, if earlier, as requested by SCDHHS.
7.36.3.2 CURRENCY OF THIRD PARTY SOFTWARE
Contractor shall maintain reasonable currency for Third Party Software for which it is financially responsible under the Contract and provide maintenance and support for new releases and versions of Third Party Software for which it is operationally responsible. Contractor shall keep Third Party Software within release levels supported by the appropriate third party vendor to ensure compatibility with SCDHHS’ computer browsers and environments, and other Software or equipment components of the System.
7.36.3.3 APPROVAL
Contractor shall confer with SCDHHS prior to installing any major release, shall provide SCDHHS with the results of its testing and evaluation and a detailed implementation plan and shall not install such release if directed not to do so by SCDHHS.
7.36.3.4 SCDHHS APPROVAL
Contractor shall make no change which may (i) increase SCDHHS’ total cost of using the System or receiving the Services; (ii) require material changes to, or have an adverse impact on, SCDHHS’ businesses, operations, environments, facilities, business processes, systems, software, utilities, tools or equipment (including those provided, managed, operated, supported and/or used on their behalf by
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third parties); (iii) require SCDHHS to install a new version, release, upgrade of, or replacement for, any Software or equipment or to modify any Software or equipment; (iv) have a material adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality or resource efficiency of the Services; (v) have an adverse impact on the cost, either actual or planned, to SCDHHS of terminating all or any part of the Services or exercising its right to in-source or use third parties; (vi) require changes to or have an adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality, cost or resource efficiency of SCDHHS’ retained systems and business processes interoperating with the System, or (vii) violate or be inconsistent with SCDHHS standards or strategic plans, without first obtaining SCDHHS’ written approval, which approval SCDHHS may withhold in its sole discretion.
7.36.3.5 TEMPORARY EMERGENCY CHANGES
Notwithstanding the foregoing, Contractor may make temporary changes required by an emergency if it has been unable to contact SCDHHS’ designated executive manager or his or her designee to obtain approval after making reasonable efforts. Contractor shall document and report such emergency changes to SCDHHS not later than 5:00 PM ET the next business day after the change is made. Such changes shall not be implemented on a permanent basis unless and until approved by SCDHHS.
7.36.3.6 IMPLEMENTATION OF CHANGES
Contractor shall schedule and implement all changes so as not to (i) disrupt or adversely impact the business, systems or operations of SCDHHS, (ii) degrade SLA(s) or the Services then being received by SCDHHS, or (iii) interfere with SCDHHS’s ability to obtain the full benefit of the System and Services.
7.36.3.7 PLANNING AND TRACKING
On a monthly basis, Contractor shall prepare, with SCDHHS’ participation and approval, a rolling quarterly “look ahead” schedule for ongoing and planned changes for the next three (3) months. The status of changes shall be monitored and tracked by Contractor against the applicable schedule.
7.36.4 SYSTEM UPDATES
System updates shall be provided at no cost to the Department. Updates are software providing bug fixes and minor software enhancements and addresses existing issues in the software since initial release.
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7 MISCELLANEOUS TERMS – C. CONDITIONS/REQUIREMENTS
7.3 HIPAA COMPLIANCE/CONFIDENTIALITY (SCDHHS)
7.3.1 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA)
STANDARDS COMPLIANCE (SCDHHS)
Contractor agrees that it shall deliver systems and services that are compliant with Title II, Subtitle F, Section 261-264 of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191, titled "Administrative Simplification" and the rules and regulations promulgated thereunder. In addition, Contractor will ensure compliance with all HIPAA requirements across all systems and services related to this contract, including transaction, common identifier, and privacy and security standards, by the effective date of those rules and regulations. Contractor will comply with the rules and regulations, and will implement these rules and regulations so as to achieve consistency in data collection, validation, storage, retrieval, and consolidation with all the Department’s programs.
7.3.2 HIPAA SECURITY (SCDHHS)
Contractor shall comply with all HIPAA data security requirements that may be necessary during the term of this Contract.
7.3.3 HIPAA BUSINESS ASSOCIATE (SCDHHS)
Individually identifiable health information is to be protected in accordance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). By signing your Proposal, you certify that you will comply with the applicable requirements of the attached Appendix HIPAA Business Associate document.
7.3.4 SAFEGUARDING INFORMATION (SCDHHS)
All government data, to include Protected Health Information, shall be encrypted in transit (when sent over an unsecured, untrusted network, to include sent over email) and at rest. Any government data or Protected Health Information stored on portable devices must be encrypted. Portable devices include all transportable devices that perform computing or data storage, manipulation or transmission including, but not limited to, portable hard or removable hard drives, diskettes, CDs, DVDs, USB flash drives, laptops, PDAs, smartphones (such iPhones, Android, Blackberry or other type devices), cell phones, portable audio/video devices (such as iPODs, and MP3 and MP4 players), and personal organizers. Safeguarding of information shall be in accordance with applicable state and federal laws and regulations and shall restrict access to, and use and disclosure of, such information in compliance with said laws and regulations.
7.3.5 LAWSUIT NOTIFICATION AND COOPERATION (SCDHHS)
Contractor shall notify SCDHHS of any class action lawsuits asserted or brought against Contractor, which are pending or known to Contractor as of the date of submission of the proposal as well as any
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asserted or brought against Contractor after the date of submission of the proposal and prior to the termination of the Contract. Contractor also agrees to cooperate with SCDHHS and provide data, information, and documentation necessary to pursue litigation filed by or on behalf of the SCDHHS against any party other than Contractor.
7.3.6 DEBARMENT NON-PROCUREMENT/SCREENING REQUIRMENTS (SCDHHS)
Contractor agrees to comply with all applicable provisions of 2 CFR Part 180 (2015, as amended) as supplemented by 2 CFR Part 376 (2015, as amended), pertaining to debarment and/or suspension and to require its subcontractors to comply with these same provisions to ensure that no party receiving funds from this Contract are listed on the government-wide exclusions in the System for Award Management (SAM).
7.3.7 CONTRACTOR KEY PERSONNEL (SCDHHS)
Contractor in the performance of the contract shall provide the individuals designated in its Proposal. No diversion shall be made by Contractor without the written consent of the State. Replacement of any personnel shall be with personnel of substantially equal ability and qualifications.
Any person employed by Contractor shall, at the written request of SCDHHS, be removed from the Contract within a reasonable time by Contractor (not to exceed thirty (30) calendar days). In the event that an employee of Contractor is removed from the Contract pursuant to a request by the State, Contractor will have sixty (60) calendar days in which to fill the vacancy with another employee of equal ability and qualifications as evidenced by the State’s approval.
7.3.8 NON-DISCLOSURE (SCDHHS)
All materials and information provided to Contractor in performance of the Contract, whether verbal, written, recorded magnetic media, cards or otherwise shall be regarded as confidential information, and Contractor agrees to take all necessary steps to safeguard the confidentiality of such materials or information in conformance with Federal and State statutes and regulations, and in particular, in accordance with 42 CFR Part 431, Subpart F (2015, as amended), and SCDHHS' regulations, 10 S.C. State Code of Regs. 126-170 (2012), as amended. Contractor agrees not to release any information provided by the State or any information generated by Contractor without the express written consent of the State and further agrees not to use the data or materials for any other purpose other than its performance for the State under this Contract.
Contractor further agrees to have any of its employees, agents, or representatives who may be required to work with such data in the performance of Contractor's work for the State individually educated about and responsible for compliance with the confidentiality standards, including any personal screening of its personnel by the State for security purposes and to execute upon request a non-disclosure agreement in favor of the State and/or the United States Department of Health and Human Services.
7.3.9 RESTRICTIONS FOR LOBBYING (SCDHHS)
In accordance with 31 U.S.C. 1352, funds received under this Contract may not be expended to pay any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any of the following covered Federal actions: the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
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agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. This restriction is applicable to all subcontractors and shall be included in all subcontracts.
7.3.10 SAFETY PRECAUTIONS (SCDHHS)
The State and U.S. Department of Health and Human Services assume no responsibility with respect to accidents, illness, or claims arising out of any work undertaken with the assistance of funds paid under the Contract. Contractor shall take necessary steps to insure or protect itself and its personnel.
7.4 USE AND OWNERSHIP OF INFORMATION AND DOCUMENTATION (SCDHHS)
7.4.1 REPRODUCTION OF DOCUMENTATION (SCDHHS)
All documentation (hardcopy and electronic media) and printed materials provided by Contractor to the State, other than those materials produced pursuant to this Contract, may be reproduced by the State, provided that such reproduction is made solely for the internal use of employees of the State and further provided that no charge is made to anyone for such reproduction except where provided for by law, such as the Freedom of Information Act (FOIA), or as required by auditors.
7.4.2 DOCUMENT INSPECTION AND RETENTION (SCDHHS)
During normal business hours, the U.S. DHHS, the Comptroller General, the Office of the Attorney General, South Carolina Budget and Control Board, the South Carolina State Auditor, the SCDHHS staff, through any authorized representative(s), shall have the right at all reasonable times to enter into Contractor's premises, or other such places where duties under the Contract are being performed, to inspect, monitor, assess, audit, or otherwise evaluate the work performed or being performed under this Contract. They shall have the right to audit, examine and make copies, excerpts or transcripts from all records unless otherwise precluded by federal or State law; contact and conduct private interviews with Contractor employees and do on-site reviews of all matters relating to this Contract. This provision is applicable to any subcontractor and shall be included in any subcontracts. If any inspection or evaluation is made on the premises of Contractor, or subcontractor, Contractor shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the authorized representatives in the performance of their duties. All such inspections and evaluations shall be performed in such a manner that will not unreasonably delay work. Any subcontract permitted by the State must contain a provision that sets forth the subcontractor's agreement with the terms set forth in this section.
Contractor shall maintain an accounting system with the supporting fiscal records adequate to assure that all claims for funds are in accordance with the Contract and all applicable laws, regulations and policies, both State and Federal. Contractor shall assure that all Contractor and subcontractor books, documents, papers, accounting records, or other evidence pertaining to costs incurred under this Contract will be maintained for a period of at least five (5) years after the final payment under this Contract and that SCDHHS, the Office of the Attorney General, the South Carolina State Auditor, the U.S. Department of Health and Human Services (DHHS) and the Comptroller General of the United States or any of their duly authorized representatives shall have access to any such books for the purpose of making audits, examinations, excerpts, and transcripts for no less than five (5) years after the date of final payment under this Contract or a resolution of audit findings, whichever is later.
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Contractor agrees to retain all financial records and programmatic records, supporting documents, and statistical records for a period of five (5) years after the last payment is made under the Contract including any amendments and/or extensions to the Contract. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the five (5) year period, the records shall be retained until the completion of the action and resolution of all issues which arise from it, or until the end of the regular five year period, whichever is later. This provision is applicable to any subcontractor and shall be included in any subcontracts.
7.5 OWNERSHIP OF DATA (SCDHHS)
All property rights, including software, data, and other records entered into any data base of the State or supplied to Contractor, publication rights in the interim, draft, and final reports and other documentation (hardcopy and electronic media) produced by Contractor in connection with the work provided for under this Contract, shall rest with the U.S. DHHS and the State.
"Data" shall mean all results, technical information and materials developed and/or obtained in the performance of the services hereunder including but not limited to, all reports, surveys, plans, charts, test data, program documentation, recordings (sound and/or video), pictures, drawings, analyses, graphic representations, printouts, notes and memoranda, and documents whether finished or unfinished, which result from or are prepared in connection with the services performed hereunder.
The State has the right to all working papers, reports, charts, programs, and other material during the course of this RFP.
All documents, reports, manuals, and other data prepared during and/or resulting from the performance of services under this Contract shall include the following statement: "The preparation of this (report or document, and so forth) was financed under an agreement with SCDHHS with funds provided in part by the U.S. Department of Health and Human Services."
Contractor may not publish or copyright any data without prior approval, unless otherwise stated herein. The State and the Federal Government shall have the right to publish, duplicate, use and disclose all such data in any manner, and for any purpose whatsoever, and may authorize others to do so.
7.6 NO CONTRACTOR UTILIZATION OF WORKERS OUTSIDE OF THE UNITED
STATES (SCDHHS)
Neither Contractor nor any of its subcontractors may use workers located outside of the United States of America or its territories to perform Contractor’s duties under the Contract.
7.7 APPLICABLE LAWS AND REGULATIONS (SCDHHS)
Contractor agrees to comply with all applicable federal laws and regulations including constitutional provisions regarding due process and equal protection of the laws and including, but not limited to:
(i) All applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. §7401, et seq.) and the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251, et seq.).
(ii) Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. §2000d et seq.) and regulations issued pursuant thereto, (45 CFR Part 80), 2013 as amended, which provide that Contractor must take adequate steps to ensure that persons with limited English skills receive free of charge the language
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assistance necessary to afford them meaningful and equal access to the benefits and services provided under this solicitation.
(iii) Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000e) in regard to employees or applicants for employment.
(iv) Section 504 of the Rehabilitation Act of 1973, as amended, (29 U.S.C. §794), which prohibits discrimination on the basis of handicap in programs and activities receiving or benefiting from federal financial assistance, and regulations issued pursuant thereto (45 CFR Part 84, 2013, as amended).
(v) The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), which prohibits discrimination on the basis of age in programs or activities receiving or benefiting from federal financial assistance.
(vi) The Omnibus Budget Reconciliation Act of 1981, as amended P.L. 97-35, which prohibits discrimination on the basis of sex and religion in programs and activities receiving or benefiting from federal financial assistance.
(vii) The Americans with Disabilities Act, (42 U.S.C. §12101 et. seq.), and regulations issued pursuant thereto.
(viii) Title IX of the Education Amendments of 1972, (20 U.S.C. § 1681 et seq.).
(ix) The Hatch Act, as amended, (5 U.S.C. § 1501-1508), and regulations issued pursuant thereto.
(x) Section 6002 of the Solid Waste Disposal Act of 1965 as amended by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6962).
7.8 SaaS SOLUTION SOLICITATION MODIFICATIONS (SCDHHS)
If Contractor provides a SaaS solution for the provision of services under this solicitation, certain modifications are hereby made to the solicitation. The following clauses shall be stricken as inapplicable:
SOFTWARE LICENSING AGREEMENTS–SINGLE SOLICITATION (FEB 2015)
CONTRACT DOCUMENTS & ORDER OF PRECEDENCE–SOFTWARE LICENSING–SINGLE AGENCY (FEB 2015)
Additionally, the following attachments are unnecessary:
SOUTH CAROLINA STANDARD AMENDMENT TO END USER LICENSE AGREEMENTS FOR COMMERCIAL OFF-THE-SHELF SOFTWARE - SINGLE AGENCY (FEB 2015)
SOFTWARE TABLE (FEB 2015)
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8 BIDDING SCHEDULE / PRICE PROPOSAL
8.1 PRICE PROPOSAL (JAN 2006)
Notwithstanding any other instructions herein, you shall submit the following price information as a separate document: [08-8015-1]
8.1.1 PRICE PROPOSAL INSTRUCTIONS
Offeror’s Price Proposal, and all copies, shall be bound separately from its Technical Proposal for both hard copies and CD/DVD versions.
The pricing tables submitted in Proposal Section F shall not be marked confidential, and nothing contained in these pricing tables shall be considered a trade secret.
Proposal Section F – Pricing Tables
Subsection Title
Section F Pricing Tables
Offerors must use the SCDHHS-provided Excel tables. BOEs for Pricing Tables A and B have no limitations
Table 8.1-1. Proposal Section F Subsections
This Proposal section shall consist only of the completed pricing tables with no additional explanatory text or diagrams; except for the BOEs for Pricing Tables A and B. Offeror must use the SCDHHS-provided Excel spreadsheet for the pricing tables; however, it may use worksheet protection in order to minimize the risk of inadvertent change, if so desired. SCDHHS requests that the formulas not be removed as these assist in quality control of Price Proposals. Notwithstanding the SCDHHS-entered formulas, each Offeror is responsible for the accuracy of its Price Proposal. If formulas are changed to correct any perceived errors, those changed formulas must remain in the submitted pricing tables. Offerors shall notify the Procurement Officer identified on page one (1) of this RFP if perceived errors are detected in the pricing tables.
A fixed price is required for configuration and solution integration activities (Pricing Tables A and B). Should the inadequate performance, as deemed by SCDHHS, or non-performance of a SP(s) or SCDHHS necessitate Contractor to expend additional time or resources to complete it tasks, SCDHHS will negotiate a Change Order. Also, if information not available to Offerors prior to their submission of Proposals is learned by the Contractor during the term of the Contract cause a substantial change to the Contactor’s proposed resources, SCDHHS will negotiate a Change Order.
In order to negotiate the Change Orders referenced in the paragraph above, SCDHHS will need to understand what is included in Contractor’s price. To that end, Offeror’s must submit a basis of effort
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(BOE) with their Price Proposal for Pricing Tables A and B. The BOEs must be a quantitative description of how a cost, price, or schedule was derived.
For each Pricing Table Offeror is required to ensure that the prices entered and the formulas and calculations used in each table are accurate and consistent with the other tables in the Price Proposal.
8.1.2 PRICING TABLE BACKGROUND
8.1.2.1 COLOR CODING ON PRICING TABLES
To assist Offerors, SCDHHS has color-coded the cells in the pricing tables Excel spreadsheet. This color coding was performed as a guide, but in the case of color errors, each Offeror is responsible for ensuring that its Proposal conforms to RFP requirements and is internally consistent.
Blue cells indicate information pre-entered by the SCDHHS.
Green cells indicate information that must be entered by Offeror in order to complete the pricing table
White cells indicate calculations performed using SCDHHS-entered and/or Offeror-entered information
8.1.2.2 CONTRACT MONTHS AND CONTRACT YEARS
The pricing tables also require certain entries in Contract Months or Contract Years. The first month of the Contract Term is considered Contract Month 1 in Contract Year 1. Contract Months shall correspond with calendar months, with the first Contract Month rounded to the nearest month by using the formula that any date beyond the 15th of the month rounds to the next month. For example, if the Contract Effective Date is January 15th, then January is Contract Month 1 and Contract Month 2 will begin on February 1st; if the Effective Date is January 16th, then February is Contract Month 1 and Contract Month 2 will begin March 1st. Unless the Effective Date is the 1st of a month, by rounding there will be one more calendar month in the contract than the term. In the first example above and assuming a 12-month contract term, the Contract would run from January 15th until January 14th of the succeeding year, covering 13 separate calendar months. When this extra calendar month occurs, rates entered in the pricing tables for the nearest month will apply.
8.1.2.3 INCLUDING ALL WORK IN PRICING TABLES
The prices in the pricing tables must be inclusive of all Work to be performed by Contractor. Direct support and overhead tasks must be allocated to appropriate pricing tables.
8.1.2.4 PRICES AND COSTS
8.1.2.4.1 TOTAL COST OF OWNERSHIP
The Total Cost of Ownership (TCO) includes all of the prices from each of the pricing tables. In lieu of using the $6.5 million modification pool for evaluation purposes, the modification pool price will be calculated by multiplying the Five-Year Average Blended Rate (Tab E – Labor Rates – Modification Pool) by 40,000 hours. The TCO is self-calculated on Pricing Table I and will be used for scoring cost.
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8.1.2.4.2 TOTAL POTENTIAL VALUE CONTRACT PRICE
The Total Potential Value (TPV) Contract Price is not calculated in the same manner as the TCO. The TPV price excludes the labor rate pricing calculated in Pricing Table E and includes the $6.5 million modification pool limit. The TPV Contract Price is self-calculated on Pricing Table I and will not be used in scoring cost.
8.1.3 PRICING TABLE INSTRUCTIONS
8.1.3.1 LIST OF PRICING TABLES
The purpose of this list is to identify all of the pricing tables.
8.1.3.2 PRICING TABLE A – ENTERPRISE SYSTEM CONFIGURATION
The purpose of Pricing Table A is to obtain Offeror’s proposed fixed price for the configuration of the three components identified in Section 3. These three components are Integration Hub, Enterprise Data Services (EDS), and Portal. The three configuration components are each subdivided by the six solutions (ASO, BIS, Pharmacy, Dental, Accounting and TPL).
Offeror shall ensure that its name is entered in the cell set aside for this information near the top of the pricing table. Payment Milestones shall equate to a Milestone within the proposed Integrated Master Schedule. For each solution/configuration combination, Offeror must identify at least one and up to four interim milestones representing progress toward completion of the solution/configuration, as well as a final milestone corresponding with completion of the solution/configuration and acceptance by SCDHHS. Interim milestones should be evenly spaced out over configuration activities.
For each Payment Milestone, Offeror shall enter:
The Payment Milestone number, numbered sequentially starting with “1”. Offerors may add or delete lines from the template as necessary; and it doing so must ensure the formula calculating the Total Configuration Fixed Price encapsulates each Payment Milestone in the table
The Payment Milestone name The Contract month in which the Payment Milestone is planned to occur The Fixed Price for the Payment Milestone.
The SCDHHS has pre-entered formulas to automatically fill out the following parts of this table:
Calculating the Total Configuration Fixed Price by summing the Fixed Price for all the Payment Milestones listed in the table.
8.1.3.3 PRICING TABLE B – SOLUTION INTEGRATION – IMPLEMENTATION PHASE
The purpose of Pricing Table B is to obtain Offeror’s proposed fixed price for the integration of the six solution applications identified in Section 3. These six solutions are:
Medical Claim ASO Business Intelligence System Pharmacy Claims Dental Claims ASO Accounting & Finance Third Party Liability
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Offeror shall ensure that its name is entered in the cell set aside for this information near the top of the pricing table. For each solution to be integrated Offeror shall enter:
The Estimated Level of Effort (in hours) that Offeror expects to expend for the integration of solution
Offeror shall also enter the Total Fixed Price for Solutions Integration in the cell found at the bottom of the table.SCDHHS has pre-entered formulas to automatically fill out the following parts of this table:
Calculating the Fixed Price for each solution to be integrated by dividing the Estimated Level of Effort for the solution by total Estimated Level of Effort and multiplying this percentage by the Total Fixed Price for Solutions Integration
Calculating the CMS system certification Withhold for each solution by multiplying the solution Fixed Price by 5%
Calculating the Payment Amount for each solution by subtracting the CMS Certification Withhold from the Fixed Price
Calculating the total Estimated Level of Effort by summing each solution Estimated Level of Effort
Calculating the total CMS Certification Withhold by summing each solution CMS Certification Withhold
Invoicing Note: Contractor will invoice for solution integration Services based on the level of effort expended in a given month. Contractor will divide the actual hours expended to integrate a given solution by the Estimated Level of Effort entered on Pricing Table B. This percentage is then multiplied by the Payment Amount calculated on Pricing Table B for that given solution; the product of this multiplication is the amount Contractor may invoice for the solution integration. Contractor shall bill for each solution on separate invoice lines.
The Total Fixed Price for solution integration may only be altered by a formal Change Order. The Estimated Level of Efforts may be changed at any time by mutual agreement between the parties.
8.1.3.4 PRICING TABLE C - Hosting
The purpose of Pricing Table C is to obtain Offeror’s proposed prices for Hosting. The monthly fixed prices in this table shall include all costs associated with delivering hosting services described in Section 3.8.20 Hosting.
Offeror shall ensure that its name is entered in the cell set aside for this information near the top of the pricing table.
For each Contract year, Offeror shall enter the Monthly Fixed Price for hosting for each of three hosted components.
SCDHHS has pre-entered formulas to automatically fill out the following parts of this table:
Calculating the Price per Contract Year by multiplying the Monthly Fixed Price by twelve (12). Calculating the Total Hosting Price by summing each Price per Contract Year.
Invoicing Note: SCDHHS will use twelve (12) months of hosting activities each year for each of the three hosted components in calculating the TCO. However, Contractor may only invoice for hosting a component once the component is actually being hosted by Contractor. For example, if it takes
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Contractor 3 ½ months to set up the hosting of the EDS framework, they will only invoice for 8 ½ months for EDS the first contract year.
8.1.3.5 PRICING TABLE D - FACILITIES
The purpose of Pricing Table D is to obtain Offeror’s proposed prices for Facilities to be utilized by both Contractor and Solution Providers. The monthly fixed prices in this table shall include all costs associated with delivering the goods and services described in Section 3.14 Facilities.
Offeror shall ensure that its name is entered in the cell set aside for this information near the top of the pricing table.
For each Contract year, Offeror shall enter the Monthly Fixed Price for facilities.
SCDHHS has pre-entered formulas to automatically fill out the following parts of this table:
Calculating the Price per Contract Year by multiplying the Monthly Fixed Price by twelve (12). Calculating the Total Facilities Price by summing each Price per Contract Year.
8.1.3.6 PRICING TABLE E – MAINTENANCE OF INTEGRATED SOLUTIONS AND
CONFIGURATIONS
The purpose of Pricing Table E is to compute Offeror’s price for the maintenance of three configuration components and six integrated solutions. SCDHHS has entered the Estimated Number of Months that each solution is expected to be in an operations phase for each Contract year. Offeror shall enter its Estimated Number of Months that each of the three configured components are in operations for each Contract year.
Contractor’s invoice will be based on the actual number of months (prorated for partial months) that a solution or configured component is in an operations phase.
Offeror shall ensure that its name is entered in the space provided near the top of each table.
Offeror shall enter, for line numbers 1 through 9, the Monthly Price to maintain the solution/component or each Contract year.
Offeror shall enter for line number 7 through 9 the Estimated Number of Months that the configured component will be in operations for each Contract year.
SCDHHS has pre-entered formulas to automatically fill out the following parts of this table:
Calculating the Annual Total for each Contract year by 1) multiplying the Monthly Price by the Estimated Number of Months for each line in the table, and 2) summing the product calculated in step 1 for each line in the table.
Calculating the Total Maintenance of Integration Solutions and Configurations by summing the Annual Totals for each Contract year.
8.1.3.7 PRICING TABLE F – LABOR RATES – MODIFICATION POOL
The purpose of Pricing Table F is to compute Offeror’s weighted average labor rate for modification during the Contract.
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Offeror shall ensure that its name is entered in the space provided near the top of each table.
Offeror shall enter each labor category it expects to directly invoice for Services during the Contract. For each labor category and for each Contract year, Offeror shall also enter:
The Mod Pool Percentage of Use. This is the percent Offeror expects a typical modification would utilize. Note that the sum of the percent typical use for all labor categories must equal one-hundred percent (100%).
The hourly rates.
SCDHHS has pre-entered formulas to automatically fill out the following parts of this table:
Calculating the Total Percent by summing the Mod Pool Percentage of Use for each line item. Calculating the Annual Blended Rate for each Contract year. This is done by multiplying the
Mod Pool Percentage of Use the rate for each Labor Category and adding the product of each Labor Category.
Calculating the Five-Year Average Blended Rate. This is done by adding the Annual Blended Rate for each Contract year and dividing the sum by five (5).
Calculating For Evaluation Purposes amount. This is done by multiplying the Five-Year Average Blended Rate by 40,000 hours.
8.1.3.8 PRICING TABLE G - MODIFICATION
Pricing Table G depicts SCDHHS’ annual budget for modifications. This table is for informational purposes only is not used in calculating the Total Cost of Ownership; it is used in calculating the Total Potential Value of the Contract.
8.1.3.9 PRICING TABLE H – TURNOVER PHASE
The purpose of Pricing Table H is to obtain Offeror’s proposed fixed price for the Turnover Phase.
Offeror shall ensure that its name is entered in the cell set aside for this information near the top of the pricing table.
For each Milestone (not to exceed six), Offeror shall enter:
The Milestone number The Milestone name The fixed price Amount for the Milestone The Contract month in which the Milestone is planned to occur
SCDHHS has pre-entered a formula to automatically compute the Total Turnover Phase Price by summing the price for each Milestone.
8.1.3.10 PRICING TABLE I – TOTAL COST OF OWNERSHIP
The purpose of Pricing Table I is to compute the Contract Total Potential Value (TPV) amount and the Total Cost of Ownership.
Offeror shall ensure that its name is entered in the cell designated for this information near the top of the pricing table.
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The SCDHHS has pre-entered formulas to automatically calculate the following components of this table:
Calculating the Contract TPV. This is done by summing the total prices from the other pricing tables, except for:
o the Labor Rates table is not used, the $6.5 million Modification Pool is used Calculating the Total Cost of Ownership. This is done by adding the total prices from the other
pricing tables, except for:o the Modification Pool table is not used, the Labor Rate table is used
8.2 INVOICING AND PAYMENT
8.2.1 Invoices Generally
Regardless of the phase, Contractor shall invoice SCDHHS no more than once monthly. Each invoice shall include all charges accrued during the immediately preceding month, even if the invoice covers payments for multiple items. Contractor shall submit documentation with the invoice to include the following:
Reporting to meet SCDHHS and any relevant federal cost allocation requirements; Clear allocation of invoiced Modification Pool Work by month of performance to
ensure that the correct contract year rates are applied; The purchase order identifier authorizing each of the items for which Contractor is
requesting payment; and As directed by SCDHHS from time to time, accountings by activity or paying entity.
Any invoiced Service shall be supported by sufficient documentation to enable Contractor to establish the basis for the invoiced amount and charges. Such documentation shall be available to SCDHHS for audit and verification and shall be retained by Contractor in accordance with that Section. Each invoice shall separately identify the Contract activity to which each charge pertains. Invoiced hourly personnel charges shall indicate hours worked by the individual’s name, labor category and by activity. The invoice shall list, and the net invoice amount shall reflect, all credits to the SCDHHS that may have accrued during the period covered by the invoice.
8.2.2 Labor Hours Rates
Any Work contracted and performed on a labor hours basis will use fixed labor rates established in Contractor’s Proposal. Hourly rates include:
Labor performed by Contractor; Labor performed by Subcontractors; Labor transferred between divisions, subsidiaries, or affiliates of Contractor under
common control; Shall be all-inclusive of wages; overhead; travel expenses; property, plant, and
equipment owned or leased by Contractor or its Subcontractors; general and
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administrative expenses; and profit. SCDHHS shall not pay separately for these costs. Offerors shall not assume separate payment in their Price Proposals.
Indirect labor and contract administrative labor shall not be invoiced to the Contract. Those costs should be included in Contractor’s Pricing Tables.
SCDHHS will not reimburse Contractor or its personnel for commuting costs of Contractor personnel from their homes, lodging, or Contractor work sites to State or State-directed locations or between State locations.
If Contractor needs to add labor categories at any time during the Term of the Contract, it shall request the change in writing and justify the purpose of the labor category as well as the derivation of the labor rate to be used. Contractor shall not invoice SCDHHS for any labor using the new category prior to receiving written approval from SCDHHS.
8.2.3 Invoicing for Fixed Price Work
Contractor shall invoice SCDHHS monthly for payment associated with the fixed price Work at the applicable amounts set forth in Contractor’s Proposal. Contractor shall invoice SCDHHS for Implementation Phase Milestones after they have been accepted by SCDHHS.
8.2.4 Invoicing for the Turnover Phase
Contractor shall invoice SCDHHS for completed Milestones after they are accepted by SCDHHS.
8.2.5 Travel Expenses
SCDHHS does not anticipate reimbursing Contractor for travel expenses other than for unforeseen circumstances. Should SCDHHS authorize reimbursable travel, Contractor shall invoice SCDHHS for any authorized travel expenses in the month after the month in which such authorized travel occurred. Contractor will be reimbursed only for actual reasonable travel expenses authorized in advance by SCDHHS in writing. All requests for travel shall be submitted to SCDHHS in writing and shall include sufficient documentation to enable SCDHHS to determine whether such travel will be authorized. No travel expenses shall be incurred prior to SCDHHS written authorization for such travel. All authorized travel expenses are separate from the Contract prices. Invoices for authorized travel shall include full documentation of the travel and shall include the SCDHHS’ written authorization. Travel expense shall be in accordance with, and not exceed, the published State travel guidelines, which will be made available to Contractor upon request. No additional markup for overhead or profit shall be made.
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9 ATTACHMENTS TO SOLICITATION
All Attachments are listed in Section 9.1 ATTACHMENTS LIST. The documents can be found at as attachments to the solicitation online and will be labeled as such.
Also included below is a 9.2 PROCUREMENT LIBRARY LIST. This list includes informational documents such as Project Management information, Statistical and Operational information which may be helpful to Offerors responding. The Procurement Library documents are only provided as information to assist Offerors in preparing their Offers. The Procurement Library documents are hereby specifically excluded from the Contract Documents and Order of Precedence and are not part of the Contract.
9.1 ATTACHMENTS LIST [09-9002-1]
The following documents are attached to this solicitation:
ATTM A: IMPORTANT TAX NOTICE - NONRESIDENTS ONLY
ATTM B: OFFEROR'S CHECKLIST -- AVOID COMMON BID/PROPOSAL MISTAKES
ATTM C: SERVICE PROVIDER SECURITY ASSESSMENT QUESTIONNAIRE (SPSAQ)
ATTM D: SOUTH CAROLINA STANDARD AMENDMENT TO END USER LICENSE
ATTM E: AGREEMENTS FOR COMMERCIAL OFF-THE-SHELF SOFTWARE – SINGLE AGENCY AND SOFTWARE TABLE
ATTM F: CRD
ATTM G: DISCLOSURE OF OWNERSHIP
ATTM H: ORGANIZATIONAL CONFLICT OF INTEREST DISCLOSURE
ATTM I: HIPAA BAA
ATTM J: MAP OF REQUIREMENTS TO MITA
ATTM K: CDML
ATTM L: CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE
AGREEMENTS (CERT CGL)
ATTM M: PRICING TABLES EXAMPLE
ATTM N: PRICING TABLES BLANK
ATTM O: QUESTIONS TEMPLATE
ATTM P: DEMONSTRATION/ORAL PRESENTATION SCRIPT
ATTM Q: SLA
9.2 PROCUREMENT LIBRARY LIST
PL 001 ESTIMATED TIMELINE
PL 002 ENTARCHDIAG
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PL 003 SIOPSGOV
PL 004 SIOPSMATRIX
PL 005 ORGCHART
PL 006 TECHNICAL REFERENCE ARCHITECTURE
PL 007 MECLGUIDANCE
PL 008 MITA_SSA
PL 009 OANDM_MANUAL
PL 010 MILESTONE REVIEWS
PL 011 SCDHHS PMO DOCUMENTS
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