INVITATION FOR BID. T Copier Fleet Management Program ADDENDUM # 2 February 8, 2017

Transcription

1 INVITATION FOR BID T Copier Fleet Management Program ADDENDUM # 2 February 8, 2017 ATTENTION: This is not an order. Read all instructions, terms and conditions carefully. IMPORTANT: RESPONSE TO RFP MUST BE RECEIVED BY February 28, 2:00 P.M. CST Offeror must acknowledge receipt of this and any addendum as stated in the Invitation For Bid. The following shall become part of the Invitation For Bid. Please be advised that Procurement Services has moved to new location. Return all copies of RFP Proposals to: The University of Alabama Purchasing Department 1500 Flint River Drive Tuscaloosa, AL The IFB may be found at

2 INVITATION FOR BID T Copier Fleet Management Program ADDENDUM # 1 February 2, 2017 ATTENTION: This is not an order. Read all instructions, terms and conditions carefully. IMPORTANT: RESPONSE TO RFP MUST BE RECEIVED BY February 28, 2:00 P.M. CST Offeror must acknowledge receipt of this and any addendum as stated in the Invitation For Bid. The following shall become part of the Invitation For Bid. Section 5.4 Questions Please find listed the answers to questions submitted as of 2:00 PM January 11, Question: On the low end b/w units, are they all floor standing or some desk top units mixed in and what configurations would be needed? Answer: Of these, there are 177 desktop models which are full MFPs. 2. Questions: a) Can you elaborate on which Pharos product is being utilized (Uniprint; BluePrint; Beacon)? Answer: Currently Pharos' Uniprint and MobilePrint and Pharos Reports are being utilized. b) Which features of Pharos are currently being used? (I.E. Secure Print Release; copy/print tracking; Banner/Blackboard/Cbord integration; Student Billback) Answer: Blackboard integration is used to debit student cash accounts maintained on their campus card (the University calls this feature "BamaCash") and Pharos Reports. 3. Questions: a) Do you have a need to or currently run carbonless in the digital printers? Answer: Yes, often. b) How do you anticipate receiving your print files; from a web based workflow, in house graphics or pre-press department, customer designed files with a minimum job submission criteria, or all the previous with all jobs having a preflight check prior to submitting the jobs to print? Answer: All of the previous without mandatory preflight files at the operator level. c) Do you use a common workflow with preflight for your digital print work? Which one? Answer: Yes, Fiery Command Workstation. We usually do not preflight. d) Other than Postscript are there any other specific types of job files that will need to be processed at the RIP/ Printer level? Answer: XML. e) Some of the OCE print systems use PRISMAsync controllers as their unified workflow, do you use PRISMAsync currently? Answer: No.

3 f) How important to do see using a unified front end being in your next production workflow if needed at all? Answer: The University desires a unified front end as part of our production workflow, expects a frontend workflow to be included and looks forward to comparing the features and benefits of the finalists' proposed solution. 4. Question: Clarification - during Implementation, will Contractor be responsible for CAT 5 cables, or will there be University CAT 5 cables from previous unit? Answer: The Contractor will be expected to provide CAT 5 cables as needed. The majority of the existing CAT 5 cables will be staying and may be used by the winning Contractor. 5. Question: "Current Meter Count" This term usually refers to the last meter that was available for the machine. This may be a meter that was collected during a service call, consumables order, or billing meter. At most this meter should only be 30 days old. Is this an acceptable definition of "current"? Answer: No. The University s expectation for billing is an accurate, automated meter read recorded within 24 hours prior to the close of each billing cycle. For the very few devices that are not networked, the above definition will be sufficient. We have the cooperation of most of these locations such that they will the meter count or provide it on a phone call. Solicitation for meter data by the Contractor from University departments during consumable orders is not acceptable. 6. Question: Are golf carts allowed to park in loading zone areas for the delivery of toner/service calls? Answer: Low speed vehicles are subject to the same rules as other vehicles on campus. The University s policy on the usage of golf carts can be found at: 0Cart-Golf%20Cart%20Policy.pdf. 7. Question: Does the University desire mobile printing capabilities from smart phones and/or tablet devices? If mobile printing capabilities are desired, will Pharos integration also be required? Answer: The University would like to see mobile printing capabilities in at least some of the models available so long as it is a designed and included feature, at no additional cost. Per the RFP, where this feature is available, the CMC shall have the capability to disable this function on a machine by machine basis. Pharos integration will not be required. 8. Question: Given the University can add units at any time, would you consider a 60 month term from the unit s installation date? Answer: No. The RFP is for a specific period of time and includes an option to extend with the winning Contractor at the University s discretion. The University will consider certain options for new placements using devices that are not new out of the box" near the end of the contract term. This specific issue may be part of the negotiation if and when the University selects one or more Respondents to present 'best and final' proposals. 9. Question: Would the University consider removing the Termination for convenience and agreeing to termination for default with a reasonable cure period and termination for non-appropriations? Answer: The Termination for Convenience clause shall remain. 10. Question: Would the University be willing to guarantee a minimum number of Black & White and Color Clicks monthly? Answer: Yes, the University prefers it be an annual guarantee. 11. Question: Will a Bid Bond be required? Answer: No. 12. Question: Currently, how many machines are actually used for faxing? Answer: Approximately 225 devices are currently configured, active and used for faxing. 13. Question: How many desktop printers are currently installed? Answer: In the current CMP, there are 177 black and white desktop MFPs installed.

4 14. Question: Do you have a breakdown by model for desktop printers? Answer: Model Total Canon ir Canon ir Canon LBP Canon LBP OCE FX OCE FX OCE FX 3200x Question: Will you accept a different CPC for desktop printers? Answer: See section of RFP for price points requested which includes desktop printers. Other proposals may be offered as part of Supplemental Data (see section p) and will be evaluated based on the best value to the University. 16. Question: What is your monthly volume in color and black and white for the production units? Answer: The four (4) production devices at Printing Services and the four print devices at Crimson Copies are charged at the production rates. Printing Services Annual Volume 2014 black and white 3,582,386 color 1,865, black and white 3,974,278 color 2,198, black and white 4,214,403 color 2,293,338 Crimson Copies Annual Volume 2014 black and white 1,390,561 color 347, black and white 1,595,249 color 541, black and white 1,866,816 color 582, Question: Does fax need to be included on the production units? Will scanning suffice? Would you accept scanning to a fax unit from the production machine? Answer: Fax is NOT required for any of the production devices. 18. Question: Are the machines for Crimson Copies, the athletic department, the business school and the chemistry department included in the total number of current machines on the RFP or are they extra? Answer: Yes - They are included. 19. Question: Do you need a full product line or just the products we are proposing? Answer: Provide a listing on the entire product line your company offers in the supplemental data. Provide the products you are proposing in the required sections. 20. Question: Are the exceptions machines outside of Tuscaloosa included in the total number of current machines on the RFP or are they extra? Answer: Yes - They are included. 21. Question: What are your 2016 volumes? Answer: The below totals do NOT include the volumes shown in #16 above for production equipment at Printing Services and Crimson Copies fleet black and white 33,112, fleet color 8,106, Question: What does the current vendor pay the print shop to deliver the toner to all the locations? Answer: The final monthly cost for toner delivery can be negotiated with the successful Contractor. Respondents are encouraged to use the average peak time consumable delivery requirements for 2015 provided in the RFP in section 4.4.E.3 as an estimate for future requirements. Proposals for remuneration should be determined accordingly. 23. Question: Is there a preference to having us deliver toner or pay the print shop to do it? Answer: No preference, provided the Contractor delivery option assures delivery by the next business day.

5 24. Question: What are the parking fees? Are there contractor parking options? If so can you please provide more information? Answer: Current Contractor permit prices are as follows: 1 month- $75, 3 month- $125, 6 month- $175. Prices are subject to change. 25. Question: Please explain the requirement correction software. Answer: There is no technical definition. In the University production environment we most often use the word 'correction' when discussing adjusting colors and alignment of an image on a page. 26. Question: For the web-based monitoring tool, can the contractor s server reside on campus? Answer: Yes provided the University security protocols are met and agreed upon prior to server placement. 27. Question: Does the University have any minority owned partnership initiative? Answer: The University encourages minority owned participation, however, this will not be a determining factor in the award of the contract. 28. Question: What are the volumes for the student print Pharos machines? Answer: For fiscal 2016 the total volume for black and white was 3,057,179 and the total volume for color was 299, Question: What are the administrative volumes for Pharos? Answer: Zero. Pharos is used only for student printing in Labs and MobilePrint locations. 30. Question: What are the current click charges for the students (BW and Color) for Pharos? Who manages that program and who receives the profit for this program? Answer: Student click charges are irrelevant to the RFP. Printing Services manages the program campus-wide. Uniprint is strictly a cost-recovery and waste deterrent utility. There is no profit. 31. Question: Does the University currently own the 100 Pharos licenses, or will 100 new Pharos licenses need to be added? Answer: Yes, the University owns the imfp licenses. The licenses are brand specific to each copier manufacturer. See section 2.0 of RFP for additional clarification. 32. Question: If the University does own the 100 licenses, is the contractor expected to provide maintenance for these licenses? Answer: The Contractor will provide the licenses or the means to acquire the licenses for their brand. The University will then own those licenses. The Contractor is NOT expected to provide license maintenance EXCEPT where Pharos includes any maintenance charges as part of initial acquisition. The University will be responsible for annual maintenance thereafter. 33. Question: Is there ability for guest users to use these student print devices or are these only available for a student to print to using their student card? Answer: Yes, Community User Cards exist. 34. Question: Can a breakdown of the existing 100 student print devices be provided that shows the speed of the devices and count by speed? Answer: 100 was noted as an approximate number in the RFP. Desktop BW 25 6 BW 35 5 BW 45 9 BW 75 4 Color Low 41 Color Mid 3 Color High Question: Are all 100 Pharos devices available for student print? If not how many are? Answer: Yes, all are available for student print.

6 36. Question: Can volumes black and white and color be provided for Student and/or Guest Printing for black and white and color annually from these 100 devices and Administrative Printing for black and white and color annually from these 100 devices? Answer: See answer for # Question: Do the 100 student printing devices currently have a way for users to use cash to buy a card to release print jobs and pay that do not have a student card? Answer: Yes, users can purchase Community User Cards. 38. Question: Is there a list, even if partial, of the existing legacy Printer Fleet for either Networked or Desktop Devices that shows each Make/Model? Answer: No, the RFP is only for the Copier Fleet Management Program currently in place. 39. Question: Is there any available data that would show what these volumes are for color and black and white from Networked or Desktop Devices? Answer: No. All data provided in the RFP and this Addendum, strictly pertain to the CMP and the digital production equipment. 40. Question: Is there any interest for a program which covers maintenance and supplies for your legacy printer fleet and would be included as part of your program? Answer: No. 41. Question: Does the 11x17 Office Class copier specification requirement need to have 11x17 paper that comes out of a "standard paper drawer tray" or is it acceptable that 11x17 come out of a "bypass tray? Answer: The University will consider the bypass option for the lowest tier black and white model and the lowest tier color device ONLY. A minimum of one adjustable "standard paper drawer" is the University's expectation for all other office models. 11 x 17 paper is the minimum acceptable largest paper size for all office class copiers. Note: the 11x17 requirement does not apply to desktop models. 42. Question: Is there any interest in integrating MFPs into your Blackboard Learning Management System solution for benefits to the student and faculty experience? Answer: No. 43. Question: Is there any interest in leveraging MFP solutions to provide testing and grading services for the University? Answer: No. 44. Question: Would there be an appetite for a central fax server solution opposed to fax boards that work with analog telephone lines? Answer: Yes, the University would consider this option. Before such a proposal can be accepted, the CMC will require certain technical information to be shared and approved by our on campus IT partners. 45. Question: How many MFPs are going to be "not networked" requiring manual meters to be collected? Answer: There are currently less than 10 devices in the entire fleet that are not networked. 46. Question: Will there be a volume commitment for this bid? Answer: The University will agree to an annual volume commitment. 47. Question: What software is the university using today to track the daily meter reads and reporting? Answer: The current Contractor is using FMAudit plus their proprietary analytical tools. 48. Question: Will a golf cart be provided? Answer: No. 49. Question: Does the university want the hard drives back? Answer: The University may require that certain copier hard drives be removed and given to the CMC when the device is taken from campus. Copier vendors have increasingly included more robust, built in hard drive cleaning utilities in their copiers. The University will consider the technical and actual quality of those utilities when determining whether hard drives must be removed.

7 50. Question: Will the university sign a vendor contract? Answer: No, the University will issue a contract the Contractor will sign. The University will not sign Contractor initiated agreements. 51. Question: Can the web-based monitoring software come from two different sources or appliances? Answer: Yes. The University's expectation is that the primary appliance with data/meter monitoring and gathering software be housed on the University campus inside our firewall. Network access will be granted to specifically defined Contractor computers. External web-based monitoring of all devices is not contemplated. However, a webbased software tool that receives its information from the on campus monitoring server is acceptable. Additionally, where a Respondent proposes a device or devices that are capable of independently generating and sending digital information about the machine itself, the University anticipates no issues with that digital information being directed to an external web-based monitoring system. It should be noted that devices in certain areas of the University where HIPAA, FERPA, and perhaps other protected information are a prevalent part of that specific business environment, may be subject to more stringent network protections for both internal and external network communication with the device. The University requires the CMC to have access to both internal and external monitoring data. Contractor is required to provide the on-campus appliance. A VM device is a possibility that can be discussed with finalists who are interested in that option. 52. Question: The bid discusses the contractor being responsible for advertising on campus. Could you please expand on this? Answer: The University does NOT anticipate the need for, nor will the University allow, the Contractor to advertise, solicit or otherwise communicate directly with University personnel during the term of the contract. The University's expectations for service related communications with individual device stakeholders is defined elsewhere in the RFP and is not considered advertising, nor should such communication contain any advertising components. The same should apply to toner and supplies ordering and deliveries. Section 5.32 should be deleted. 53. Question: Is there a requirement for a minimum number of Techs to be resident in Tuscaloosa? Answer: No. 54. Question: Could we have any information on what sort of documents are produced on the production color machines? What are the media requirements? Answer: Documents produced on the production color devices range from the most straightforward 8.5x11 onesided letter with 5% coverage and minimal color to graphically intense, full coverage, full bleed designs that are twosided, require precise registrations and alignment so that they may be finished with any combination of cutting, scoring, perforating, and/or folding. It may then be combined with additional pieces and inserted and mailed. Color precision expectations are high and the demand for excellent front to back registration and alignment cannot be overstated. We routinely use coated and uncoated papers, smooth, vellum and linens. The University's requirement is that the full range of permutations of these paper types, sizes and weights be easily managed by the production devices. 55. Question: Are surge protectors a requirement or a preference? Answer: A surge protector must be provided for each electrical connection of all production devices, accessories, servers, Fiery controllers, and other related devices. This includes three-phase, every voltage and amperage level and plug configuration. Surge protectors are not required for fleet devices. They are preferred, but remain the Contractor s option. The University will not be responsible for damage to any device and that includes damage caused by voltage spikes, variances, power shut downs and outages, etc. whether acts of God or man. 56. Question: Clarification Is delivery of supplies directly to a department? Answer: Yes. However, the University will consider delivery to a central location. See sections 6.6.2m and 6.7.5r of the RFP for such proposals. 57. Question: Would 35 ppm B&W machines be required? Answer: 35 PPM devices are not required. See section b for requirements.

8 58. Question: The RFP States, "The Contractor is strongly encouraged to establish and maintain a local base of operation " Is this a mandatory requirement for the vendor? Answer: It is not mandatory but strongly encouraged. 59. Question: The RFP makes several references to the State of Alabama Contract, is the over overwriting agreement for the University under the State Contract? Answer: No, this contract will not be under the State Contract. Any contract resulting from this RFP will be made available to other eligible entities. See section 1.0 paragraph 6 for more information. 60. Question: Are Vendors required to be on the Alabama State Contract, in order to respond? Answer: No. 61. Question: Does the Black, Color and Combined Total Clicks FY volume chart include the production devices as well as the fleet? Answer: Yes. 62. Question: If the production volume is included will you provide a breakdown of production volume, by device, for the same FY broken down by each year? If production volume is not included will you provide a breakdown of production volume, by device? Answer: See below table. However, it is not useful or feasible to break out these numbers by device over this time period. The University had various production devices for varying lengths of time during these years. The one constant is the VP6160 b/w only device. Of the below total b/w clicks represented by the years 2009 through 2015 (inclusive), 23,857,251 (55%) were done by this device. Production Volumes Color B/W ,813 6,362, ,328,249 6,368, ,513,264 6,365, ,911,127 6,716, ,121,387 6,235, ,213,305 4,972, ,740,363 5,569, Question: Can you please clarify if color scanning is required? Answer: No, scanning is not required for this specific desktop device. 64. Question: Are there any limitations, besides hours of operations, to completing the installs within the first few months of the year? Answer: Yes. Installations will be scheduled by the CMC. The University will consider the needs and logistics of the successful Contractor, but a highly accelerated installation schedule is not consistent with the University's implementation goals. 65. Question: Will the university provide a small space for a supplies and or parts cage on campus? Answer: The University will consider options that enhance service and/or lower cost factors. The University's expectation is that certain production device parts will be stored at the Printing facility and adequate space will be provided. 66. Question: How are meter reads collected for off line devices today? Answer: Meter readings less than 30 days old are acceptable if they are taken from a service call. In some cases the user will provide the current meter read when requested. In some, a visit must be made to the location to manually read the meter. In all cases the University requires, and assists in enforcing, that all meters are accurately reported no more than 90 days apart and always at the end of each fiscal year. See #5 for additional information. 67. Question: What is the largest paper size that Desktop Printers need to accommodate? Answer: 8.5x11 is required. The University prefers that the b/w desktop MFP also handle 8.5x14. This may be accomplished through a paper by-pass tray or an adjustable (expandable) permanent paper tray. The University does not expect the desktop units to handle 11x17 paper.

9 68. Question: Would a minimum of 155+ ipm duplex for the Digital Press be acceptable? Answer: Possibly. Within the University's sole discretion, we may not disqualify this device based on this one variance in specifications. 69. Question: Printing Services Production: (1) Monochrome Digital Press- 8 paper trays, 2 large capacity input modules; bypass tray: Are you asking for a total of 8 or 10 paper trays? If a total of 8 paper trays, will the majority of all print jobs be met with a total of 6 paper trays? If so, can the number of trays be reduced to 6? Additionally, since there are a large number of pick points in this configuration, can a bypass tray be eliminated from the specifications? Answer: The provided specification is in error; there is no bypass tray. We can currently direct paper to bypass the imaging and fuser units from the trays as desired without a click charge. There are a total of eight (8) paper trays, two of which are large capacity. We are asking for 8. The University may consider a six (6) tray configuration within the context of the overall proposed device capabilities compared to the specifications contained within the RFP and the University's production needs. No bypass tray is required. An inserter that bypasses the imaging and fuser unit would be a plus in this scenario. 70. Question: Printing Services Production: (1) Monochrome Digital Press- 8 paper trays, 13 x 19 or larger: Since oversize sheet size is typical for full bleed printing, and this is a monochrome device, will you change sheet size to 12.6 x 18.5? Answer: Within the University's sole discretion, we may not disqualify this device based on this one variance in specifications. 71. Question: Printing Services Production: Full Color Digital Press minimum duty cycle of one million (100 ipm color), 750K (80 ipm color), and 500K (80 ipm color) - Can the duty cycle be aligned to commonly accepted industry standards for this class of device, specifically 650K (100 ipm color), and 450K (80 ipm color)? Answer: The duty cycles specified are based on the manufacturer's published details. Each Respondent must honestly present their published duty cycles and other specifications. The stated "duty cycle" is of much less concern than other output, quality and service (up time) expectations. 72. Question: Full Color Digital Press punch: What type of punch is required? Answer: No punch will be required on any of the three full color digital presses listed in RFP section 4.4.B.6c. 73. Question: Can you please acknowledge that the Contractor will not be held responsible for delays in implementation if such delays are attributable to the University? Answer: Acknowledged. 74. Question: Can you please confirm that the University intends to pay for installed equipment and Services as they occur throughout the implementation process? Answer: As outlined in the RFP, there is to be one invoice a month for total clicks for the (prior) month. The successful Contractor may present a monthly invoice as soon as the University accepts the form of the billing information as discussed in the RFP and when copiers are installed and performing. The University does not expect the Contractor to wait until full implementation to begin billing. 75. Question: For oversized printing, can we note incremental clicks/charges for oversize? Answer: No. One click, regardless of paper size. The vast majority of clicks throughout the fleet occur on 8.5 x 11 paper. 76. Question: Can you please confirm that the requirement is that equipment meter reads must be taken and archived daily? (versus weekly/monthly) Answer: Yes. 77. Question: Industry-standard practice is that the customer carries the risk of loss for the equipment once the equipment has been delivered. Will the University please modify subsection 4.4.A.6 to be consistent with standard industry practice? Answer: No.

10 78. Question: Can you allow for a second cost factor for oversized clicks? Also, how many oversized color clicks are currently being produced? Answer: No. For the fleet copiers, well over 95% of the prints and copies are on 8.5x11 paper. The other <5% is distributed between 8.5x14, A4 and 11x17. For production machines, the following information will provide some guidance: The black and white only 6160 has printed 13.6% of its total volume on "oversize" pages. Two color production devices with the longest history printed 57.8% of their total volume on "oversize" pages. 79. Question: Would the University be interested in an alternative proposal that included optimization? If so, will the University please provide unit-level usage details? Answer: No. 80. Question: Will the University agree to exclude equipment Delivery/Removal carriers from its subcontracting restrictions? Answer: Perhaps, but ONLY with regard to equipment delivery and removal. 81. Question: Please confirm that the General Terms and Conditions section 31 s price reduction requirement is intended to apply to prospective order pricing only, and not to existing in-place equipment. Answer: Confirmed 82. Question: Acceptance of equipment normally is deemed to occur when the equipment has been installed, successfully completed its diagnostic routines and been turned over to the customer for their use. Is this acceptance criteria acceptable to the University? Answer: Yes, so long as appropriate and necessary training by the Contractor with the customer has occurred. Reasonable parameters of what constitutes appropriate and necessary training shall be mutually agreed upon between the University and the Contractor prior to implementation. 83. Question: Does the University s termination for convenience right apply only to the entire contract, and not to the early termination of individual units? Answer: Both, the University has the option to terminate a contract in whole or part as stated in the Termination for Convenience clause. 84. Question: For the purpose of electronic monitoring of devices, will the devices on the remote networks be visible from Tuscaloosa? Answer: Not all of them. Manual meter capturing criteria shall apply to those devices not visible on the network. The IFB may be found at

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12 Request for Proposal T Proposal Due Date February 28, 2017 Copier Fleet Management Program

13 REQUEST FOR PROPOSAL ATTENTION: This is not an order. Read all instructions and terms and conditions carefully. INVITATION NO.: T Issue Date: 12/13/2016 Title: Buyer: Copier Fleet Management Program Gieva Patton Phone: RETURN ALL COPIES OF PROPOSALS TO: THE UNIVERSITY OF ALABAMA PURCHASING DEPARTMENT (Street Address) 1101 Jackson Ave Suite 3000 Tuscaloosa, Alabama OR (Mailing Address) Box Tuscaloosa, Alabama PHONE: (205) FAX: (205) Proposal Responses may NOT be faxed or ed. IMPORTANT: PROPOSALS MUST BE RECEIVED BY 2:00 P.M. CST TIME Proposal number and opening date must be clearly marked on the outside of all proposal packages. 1. Pursuant to the provisions of the State of Alabama Competitive Bid Law, Section and/or 39-2, rules and regulations adopted there under sealed bids will be received on the items noted herein by The University of Alabama Purchasing Department until the date and time stated above. In accordance with Alabama State Bid Law Section , where applicable, the University reserves the right to enter into negotiations within thirty (30) days of the proposal opening. 2. The University s General Terms and Conditions and Instructions to Bidders, viewable at apply to this Solicitation and shall become a part of any contract issued hereunder. 3. For purposes of this Solicitation, the Solicitation documents shall consist of the following components: a) Request for Proposal and any Addenda; b) General Terms and Conditions; c) Instructions to Bidders In the event that any provision of the component parts of the Solicitation conflicts with any provision of any other component parts, the component part first enumerated shall govern. 4. This Agreement and any disputes hereunder shall be governed by the laws of the State of Alabama without regard to conflict of law principles. CERTIFICATION PURSUANT TO ACT NO Alabama law (section , code of Alabama 1975) provides that every bid submitted and contract executed shall contain a certification that the vendor, contractor, and all of its affiliates that make sales for delivery into Alabama or leases for use in Alabama are registered, collecting, and remitting Alabama state and local sales, use, and/or lease tax on all taxable sales and leases in Alabama. By submitting a response to this solicitation, the bidder is hereby certifying that they are in full compliance with Act No ; they are not barred from bidding or entering into a contract pursuant to , and acknowledges that The University of Alabama may declare the contract void if the certification is false. DISCLOSURE STATEMENT 1. If you or any owner, officer, partner, board or director member, employee, or holder of more than 5% of the fair market value of your firm or any member of their households is an employee of The University of Alabama, this information must be included in your solicitation response. Failure to disclose this information in your response may result in the elimination of your proposal from evaluation. 2. If you or any owner, officer, partner, board or director member, employee, or holder of more than 5% of the fair market value of your firm or any member of their households is an employee of The University of Alabama; and you or your firm is awarded a contract as a result of this solicitation, then within ten (10) days after the contract is entered into, you agree to file a copy of that contract with the State of Alabama Ethics Commission in accordance with Code of Alabama, Section and upon request by the University furnish evidence of such filing. 3. By accepting payments agreed to in any purchase order resulting from this proposal, Contractor certifies that to its knowledge no University employee or official, and no family members of a University employee or official, will receive a benefit from these payments, except as has been previously disclosed, in writing, to the University on the Disclosure Statement of Relationship Between Contractors/Grantees and Employees/Officials of The University of Alabama. AUTHENTICATION OF BID AND STATEMENT OF NON-COLLUSION AND NON-CONFLICT OF INTEREST I hereby swear (or affirm) under the penalty for false swearing as provided in Code of Alabama that 1. In accordance with Code of Alabama Section , amended 1975 that the attached response has been arrived at independently and has been submitted without collusion with, and without any agreement, understanding or planned common course of action with, any other vendor of materials, supplies, equipment or services described in the Request for Proposal, designed to limit independent bidding or competition; 2. The contents of the proposal or proposals have not been communicated by the bidder or its employees or agents to any person not an employee or agent of the bidder or its surety on any bond furnished with the proposal or proposals and will not be communicated to any such person prior to the official opening of the proposal or proposals. 3. The bidder is legally entitled to enter into contracts with The University of Alabama and is not in violation of any prohibited conflict of interest, including those prohibited by the Code of Alabama 13A-10-62, as amended I have fully informed myself regarding the accuracy of the statement made above. THIS AREA MUST BE COMPLETED DELIVERY AFTER RECEIPT OF ORDER: NAME OF COMPANY: PHONE: FEDERAL EMPLOYER ID NO.: ADDRESS: FAX: PAYMENT TERMS: ADDRESS: SHIPPING TERMS: CITY, STATE & ZIP CODE: DATE: F.O.B. DESTINATION PREPAID AND ALLOWED QUOTE VALID UNTIL: SIGNATURE: Typed/Printed Name of Signor SIGNATURE REQUIRED: This proposal cannot be considered valid unless signed and dated by an authorized agent of the Offeror. Type or print the information requested in the spaces provided.

14 TABLE OF CONTENTS 1.0 INTENT AND SCOPE INFORMATION AND EXPECTATIONS DEFINITIONS GENERAL SPECIFICATIONS Contract Term Effective Date Entire Contract Technical Specifications Required Financial Specifications PROPOSAL GENERAL REQUIREMENTS Key Event Dates Issuing Department Respondent Communication Questions Preparation of Offers Proposed Deviations from the Request for Proposal Proposal Submission and Deadline Addenda Financial Statements Respondent Presentations Disclosure of Respondent s Response Restrictions on Communications with University Staff Cost of Preparing Proposal Disposition of Proposals Alternate Proposals Oral Representation and Past Practice Sections Titles in the RFP No Contingent Fees Proposals Addenda and Rules for Withdrawal Errors/Omissions Contractor Cooperation in Related Efforts Entire Agreement Governing Law Taxes Reports and Auditing Termination for Convenience Prime Contractor Responsibility Assignment Premises, Equipment and Maintenance Employees Hazardous Materials and OSHA Communication Standards Advertisement of Service Parking Patents, Copyrights and Trademarks University Visual Identity Internal Campus Supplier License Availability of Funds Non-Exclusive Contract PCI Compliance/Safeguarding Obligations Insurance FERPA Compliance HIPAA Compliance Child Protection Policy Non- disclosure Agreement State of Alabama Immigration Law Compliance 23

15 6.0 PROPOSAL FORMAT AND CONTENT Proposal Information and Criteria Signed Authentication of Proposal and Statements of Non-Collusion and 24 Non-Conflict of Interest Form 6.3 Transmittal Letter Executive Summary and Proposal Overview Criteria 1 Respondent Qualifications Criteria 2 Products/Services Defined Criteria 3 Financial Proposal Criteria 4 Evidence of Successful Performance and Implementation 29 Schedule 6.9 Criteria 5 Other Additional Information Criteria 6 Attachments Included with Response PROPOSAL EVALUATION PROCESS AND AWARD Proposal Evaluation Criteria Evaluation Process Competitive Negotiation Appearance Before Committee Acceptance or Rejection and Award of Proposal Additions, Deletions or Contract Changes Rejection 31 Appendix Insurance Requirements 32 Appendix FERPA Compliance 34 Appendix HIPAA Business Associate s Agreement 35 Appendix Child Protection Addendum to Contract 41 Appendix Non-disclosure Agreement 43 Appendix State of Alabama Immigration Compliance Law 45 Appendix Certification of Compliance with Immigration Law 46 Appendix E-Verify 47 Appendix Vendor Disclosure Statement 48

16 THE UNIVERSITY OF ALABAMA REQUEST FOR PROPOSAL 1.0 INTENT AND SCOPE The University of Alabama is seeking sealed proposals for a Copier Management Program (CMP) as per attached general and technical specifications. The University is seeking proposals for a range of machines including: Both monochrome and full color, office-class, digital copiers; Both monochrome and full color, production-class, digital presses; Both monochrome and full color, digital desktop printers. Upon expiration of the current contract, the University will continue the Copier Management Program (CMP) and intends to enter a new contractual relationship with one (1) Contractor that meets or exceeds all mandatory qualifications set forth in this request for proposal (RFP), for all volume categories described herein. Although it is the intent of the University to award to one Contractor the University reserves the right to award to multiple vendors if it is in the best interest of the University. The general and technical specifications, together with the related information, drawings and any addenda, comprise the requirements for this project. Contractor must begin providing the products and/or services on the date stated in the Special Conditions and the execution of a contract or purchase order. University departments may use various methods to order products or services in which case, the Contractor is expected to accommodate any such requirements including, hard copy purchase orders, procurement card orders and electronic commerce. Any contract resulting from this request will be made available to other eligible entities. This may include but is not limited to; The University of Alabama System, comprised of The University of Alabama; The UAB Enterprise, consisting of The University of Alabama at Birmingham, the UAB Health System and their related foundations and affiliates, and The University of Alabama in Huntsville, Huntsville, AL; and other state entities. Contracts resulting from the award of this request cover shipments by any entity listed above. Each entity will generate its own purchase orders, payments, etc. and delivery must be made according to the instructions on the purchase order. The thrust of the contract is to obtain greater volume price discounts by combining the volume of purchases from participating entities within the State of Alabama

17 2.0 INFORMATION AND EXPECTATIONS The University of Alabama, the State of Alabama s oldest public university located in Tuscaloosa, is a senior comprehensive doctoral level institution. The University was established by constitutional provision under statutory mandates and authorizations. Its mission is to advance the intellectual and social condition of the State through quality programs of teaching, research, and service. As one of the major residential campuses in the State, the University enhances the academic and personal growth of its approximately 37,000 students and workforce of 6,000 through its on-campus environment. The University s research, creative activities, and instructional programs form a foundation for extensive service activities, establishing a number of partnerships with business, non-profit organizations, and government through applications of new knowledge. These relationships often extend beyond the bounds of the State as the University assists developmental efforts at regional, national, and international levels. The University maintains a philosophy of excellence in all of its programs. The University expects its Contractors to provide and adhere to the same standard of excellence and the products and/ or services provided must be reflective of this quality. The University expects the Contractor to provide the customer service, time, resources and personnel necessary to provide excellent products and/ or services. The successful Contractor will perform all requirements included in this RFP, as well as any additional conditions submitted in the Respondent s proposal that the University chooses to authorize, for the purpose of: Replacing the existing fleet with new devices; Filling all machine requests during the contract period with new devices; Providing all service, consumables (except staples and paper), monitoring, and reporting as stipulated for the contract term. The Contractor will be responsible for delivering, installing, monitoring and servicing copier equipment in various locations at sites designated by the Copier Management Program (CMP). The majority of the installation sites both existing and future will be on the University campus in Tuscaloosa, Alabama, with others located in the greater Tuscaloosa area. The existing exception machines located outside of Tuscaloosa are as follows: one (1) machine in Huntsville, AL; two (2) machines in Gadsden, AL; five (5) machines in Birmingham, AL; two (2) machines in Montgomery, AL; one (1) machine in Mobile, AL. By entering into any contract offered as a result of this RFP, the Contractor acknowledges that the number of these exception machines may increase. The Copier Management Program (CMP) serves as the authorized channel through which all University of Alabama departments may acquire multifunction digital copiers. In 2006, the University sanctioned the Copier Management Program (CMP), partnered with a vendor and deployed 379 machines. The program expanded each successive accounting period and by the close of FY2016, managed a fleet of over 750 devices. The University currently maintains approximately 100 various MFPs within the current Fleet that have Pharos IMFP licenses enabling full Pharos functionality/compatibility. The University desires proposals that include licenses, or an allowance for the purchase of licenses, for the 100 devices. For the duration of the contract, the University will continue to require all departments to obtain copiers through the Copier Management Program (CMP) and no department may enter another agreement for copiers without the approval of the University Copier Management Coordinator (CMC). The University will consider granting such approval only when a department s specific needs fall outside the scope of this contract

18 CURRENT FLEET A. Breakdown of Current Fleet by Tier: TYPE SPEED TOTAL Color Low PPM 122 Color Mid PPM 108 Color High PPM 64 Black 25 PPM 112 Black 35 PPM 64 Black 45 PPM 46 Black 55 PPM 24 Black 75 PPM 28 Desktop Black Production Color PPM BW Desktop (177) 23% PRODUCTION/EXCEPTION (10) COLOR PPM 1% COLOR LOW (122) PPM 16% BW 75 PPM (28) 4% COLOR MID (108) PPM 14% BW 55 PPM (24) 3% BW 45 PPM (46) 6% BW 35 PPM (64) 9% BW 25 PPM (112) 15% COLOR HIGH (64) PPM 9% - 3 -

19 B. Black, Color, and Combined Total Machines: FY2007 FY2015 YEAR BLACK COLOR TOTAL FY FY FY FY FY FY FY FY FY C. Black, Color, and Combined Total Clicks: FY2009 FY2015 YEAR BLACK COLOR TOTAL FY ,630,893 3,522,580 47,153,473 FY ,717,144 4,801,169 47,518,313 FY ,419,461 5,507,176 44,926,637 FY ,243,998 6,671,766 48,915,764 FY ,050,921 7,824,592 48,875,513 FY ,393,877 8,419,241 47,813,118 FY ,535,743 9,717,447 49,253,

20 3.0 DEFINITIONS The term "Addenda" means written or graphic instructions issued by the University of Alabama prior to the receipt of Proposals that modify or interpret the Request for Proposal documents by addition, deletions, clarification, or corrections. The terms "Offer" or Proposal means the Respondent(s) response to this Request for Proposal. The term "Respondent" means a person, company, corporation or other the entity group submitting a proposal. The term Contract shall mean the contract awarded to a Contractor pursuant to this Solicitation. The term "Contractor" means the entity receiving a contract award. The term May indicates something that is not mandatory, but permissible/desirable The terms Shall, Must or Will indicates a mandatory requirement(s) that must be addressed. Failure to address these mandatory requirements may result in rejection of your proposal as non-responsive. However, the University reserves the right to request additional information, but is not required to do so. The term Should indicates something that is recommended, but not mandatory. If the Respondent fails to provide recommended information, the University may, at its sole option, ask the Respondent to provide information or evaluate the proposal without the information. The term Manufacturer indicates an entity which makes the products from raw materials outlined in this RFP, all of its agents and employees The term Days : All days specified are based on calendar days, unless otherwise noted. The term Immigration Law means the Alabama Immigration Reform and Control Act of 1986, as amended by the Immigration Act of 1990 and the Beason-Hammon Taxpayer and Citizen Protection Act (Act ). The term "Purchasing" means The University of Alabama, Purchasing Department, Room 1101 Jackson Ave, Suite 3000, South Lawn Office Building, Tuscaloosa, AL The term "Purchasing Officer" means The University of Alabama s appointed contracting representative. The term "Responsible Respondent" means a Respondent who has the capability in all respects to perform fully the contract requirements and the integrity and reliability that will assure good faith performance. The term "Solicitation" means Request for Proposal (RFP). The term "University" means The University of Alabama. The term Premises means University facilities located in Tuscaloosa, AL. The term Facilities means existing University real properties and any improvements thereon or those acquired after award of the RFP. The term CMP means The University s Copier Management Program. The term CMC refers to the Copier Management Coordinator and Administrative Personnel. The CMC is responsible for day-to-day CMP coordination and execution and will be the Contractor s primary University contact

21 4.0 GENERAL SPECIFICATIONS 4.1 Contract Term Pricing for this contract shall be firm for an initial five (5) year period beginning January 1, 2018 through December 31, Upon mutual agreement between the Contractor and the University, this Contract may be renewed annually for up to (5) additional (1) year periods. At the sole discretion of the University, terms and conditions related to any possible extension of the contract will be negotiated at the end of the initial five years. The maximum duration of the contractual period shall be (10) years. 4.2 Effective Date The effective date of the contract shall be January 1, 2018 or the date upon which the Parties execute the contract and all appropriate approvals have been received whichever is later. 4.3 Entire Contract The issuance of a University Purchase Order (P#) or a signed Contract document is required to constitute a contract between the successful Respondent and the University which shall bind the successful Respondent to furnish and deliver the commodities ordered at the prices, terms and conditions quoted and in accordance with the specifications of this Solicitation as well as the terms and conditions of the University s Purchase Order or Contract. No shipments are to be made to The University of Alabama without the issuance of a Purchase Order (P#). (Respondents are not to accept or ship items against a requisition number R #.) The terms and conditions included in this Solicitation along with any addenda, any University contract and/or University purchase order(s) issued referencing this Solicitation, the University s General Terms and Conditions, Instructions to Bidders shall constitute the entire and exclusive Contract between the University and the successful Respondent. 4.4 Technical Specifications - Required Respondent must meet or exceed all the requirements below to be considered in the RFP award process. Any products or services the successful contractor or department would like to have added to the contract must be approved by the Procurement Department. Unless noted otherwise, the discount/ pricing structure shall be the same on new or replacement products as established by the RFP. The University shall receive at least thirty (30) days notice prior to the introduction of new or replacement products and the discontinuance of those included in this RFP. A. CONTRACTOR RESPONSIBILITES 1. The Contractor shall designate one representative to serve as the University of Alabama Account Manager. This Account Manager will function as the single point of contact between the University and the Contractor on all account matters and have sufficient authority to promptly resolve all issues related to the content of this RFP for the duration of the contract. 2. The Contractor must currently sell and maintain office-class multi-function copiers and digital desktop printers including both color and monochrome and production-class digital presses. 3. The Contractor shall serve as the sole provider of all devices included in this contract and must be able to furnish machines in a variety of models in order to meet or exceed the specifications of all machine tiers defined in this RFP. This includes supplying new equipment to replace all current fleet devices and new equipment to fill all additional machine requests for the duration of this contract. a. The University desires that all contract equipment be produced by a single manufacturer. If justified, the University is prepared to consider proposals containing equipment from multiple manufacturers. 4. The Contractor shall serve as the sole provider of all installation and assembly services, operator training, technical assistance, consumables (except staples and paper), diagnosis and repair, and preventative maintenance in a manner that meets or exceeds the terms of this RFP

22 5. The Contractor shall meet with the CMC quarterly, at the end of each contract year, and as requested by the CMC. 6. The Contractor shall hold harmless the University and its employees for any damage, accidental or otherwise, to all devices in the CMP fleet for the duration of the contract. B. MACHINES (minimum requirements) 1. Manufacturing Requirements: All machines shall be new, built of OEM components, and currently produced by the manufacturer. Any proposal containing used and/or refurbished machines; used and/or refurbished accessory components; or used and/or refurbished parts may not be considered. 2. General Machine Requirements: a. All contract machines must be multi-function: print, copy, color scan, and fax-capable. b. All contract machines must be network-ready. c. All contract machines must have a programmable address book. d. All contract machines must be programmable for user codes. e. All contract machines must include hard drives capable of being cleaned and/or removed, as necessary, to meet all FERPA, HIPPA, etc. regulations when machines are removed from CMP or relocated. f. All contract machines must have an option to disable all wireless communication (Bluetooth, etc.) if applicable. g. Machines used for student and public printing must have a USB input for card readers. h. All contract machines with a USB input must have an option to disable any print from USB functions. i. All non-desktop machines must have wheels. j. All machines must use the CMP authorized machine identification number (Locate Number) or other mutually agreeable unique identifier as the common factor to link machine location, machine model, proper consumables, and delivery location. 3. Desktop Printer Requirements: a. At least one color desktop model must be offered which may be a network printer without MFP, fax capability, user codes or address book. It must conform to the General Machine Requirements listed in Section: B.2 above. b. At least one black/white desktop model must be offered that conforms to the General Machine Requirements listed In Section: B.2 above and have an automatic document feeder. This model must be a true MFP. c. A second black/white desktop model may be offered with features corresponding to the color desktop model herein described. d. All desktop printers must accommodate paper, 8.5x11 or larger. 4. Office-Class Copier Requirements: a. All office-class copiers must meet the General Machine Requirements. b. All office-class copiers must accommodate paper, 11x17 or larger. c. Tier 3 Color, Tier 3 Black and Tier 4 Black machines must have the capability of being paired with a large capacity paper tray. d. All office-class copiers must duplex and collate. e. All office-class copiers must have the option of adding a staple finisher and/or a punch unit. Additional finishing features will be required for some of the exception, office-class copiers detailed in Section: B.6 a-f. f. All office-class copiers must have Automatic Document Feeders 5. Non-Production Exception Machines: a. The CMP has authorized the installation of exception machines with enhanced volume, speed, and/or finishing capabilities for certain departments that have demonstrated necessity of such features. By entering into any contract offered as a result of this RFP, the contractor acknowledges that the number of these exception machines may increase. b. All Non-Production Exception Machines shall be included in the Pricing Model at the standard rate for both monochrome and color clicks. c. Exception machines will be required in the following locations at the outset of any contract offered as a result of this RFP. The replacement machines shall meet or exceed the listed capabilities and features. The University anticipates the need for additional machines that may fall into this category although minimal

23 d. Crimson Copies: Qty. of (2), Monochromatic Multifunction Digital Copiers o 75 ppm o multiple adjustable paper drawers, large capacity tray, bypass tray o 12x18 or larger, 20 lb. bond lb. cover o duplex, collate, punch, staple, booklet fold, saddle-stitch, sheet inserter o color scan o current model is: Canon imagerunner ADV 6075 Qty. of (2), Full Color Multifunction Digital Copiers o 70 ppm BW, 60 ppm Color o multiple adjustable paper drawers, large capacity tray, bypass tray o 13x19 or larger, 20 lb. bond lb. cover o duplex, collate, punch, staple, booklet fold, saddle-stitch, sheet inserter o fax, color scan o current model is: Canon imagerunner ADV C7270 e. Athletic Facility: Qty. of (4), Full Color Multifunction Digital Copiers o 60 ppm BW, 55 ppm Color o multiple adjustable paper drawers, large capacity tray, bypass tray o 12x18 or larger, 20 lb. bond lb. cover o duplex, collate, punch, staple o fax, color scan o current model is: Canon imagerunner ADV C7260 f. Commerce and Business Administration: Qty. of (6), Monochromatic Multifunction Digital Copiers o 75 ppm o multiple adjustable paper drawers, large capacity tray, bypass tray o 12x18 or larger, 20 lb. bond lb. cover o duplex, collate, punch, staple o fax, color scan o current model is: Canon imagerunner ADV 6275 g. Chemistry: Qty. of (1), Monochromatic Multifunction Digital Copier o 75 ppm o multiple adjustable paper drawers, large capacity tray, bypass tray o 12x18 or larger, 20 lb. bond lb. cover o duplex, collate, punch, staple o fax, color scan o current model is: Canon imagerunner ADV Production Machines: a. Currently Production machines are included in the CPM and shall be accounted for as part of the monthly invoice. b. The installation of replacement production machines will be required for the following existing devices at the outset of any contract offered as a result of this RFP. The replacement machines shall meet or exceed the listed capabilities and features. The minimum of two (2) primary (larger) color production machines must share matching color profiles and the ability to calibrate back to a shared profile. The University s preference is that all three (3) color devices share this capability. c. Printing Services Production: Qty. of (1), Monochromatic Digital Press o 166 ipm duplex o 8 paper trays, 2 large capacity paper input modules, bypass tray o 13x19 or larger, 20 lb. bond lb. cover o duplex, collate, insertion unit, staple, high-capacity stacker o current model is: Oce VarioPrint 6160 Ultra+ o duty cycle of 750k month minimum o the University prefers one-pass duplexing, defined as imaging both sides of the paper at once and substantially equivalent to Oce Gemini technology - 8 -

24 Qty. of (3), Full Color Digital Press o 100 ipm Color or greater multiple adjustable paper drawers, multiple large capacity trays, bypass tray 13x19 or larger, 20 lb. bond lb. cover duplex, collate, punch, staple, booklet fold, saddle-stitch, sheet inserter fax, color scan minimum duty cycle of one million impressions per month or greater must have actual and/or simulated gripper and guide for highly accurate absence of skew and duplex registration. The University prefers both, including a physical side guide. shall have operator adjustable image shift from his/her PC front end software comparable to the image shift function in Command workstation comparative model is: Canon imagepress C10000VP o o 80 ipm Color or greater multiple adjustable paper drawers, multiple large capacity trays, bypass tray duty cycle of 750k impressions per month or greater 13x19 or larger, 20 lb. bond lb. cover duplex, collate, punch, staple, booklet fold, saddle-stitch, sheet inserter fax, color scan must have actual and/or simulated gripper and guide for highly accurate absence of skew and duplex registration. The University prefers both, including a physical side guide shall have operator adjustable image shift from his/her PC front end software comparable to the image shift function in Command Workstation comparative model is: Canon imagepress C8000VP 80 ipm Color or greater multiple adjustable paper drawers, multiple large capacity trays, bypass tray duty cycle of 500k impressions per month or greater 13x19 or larger, 20 lb. bond lb. cover duplex, collate, punch, staple, booklet fold, saddle-stitch, sheet inserter fax, color scan comparative model is: Canon imagepress C850 d. All production devices are to share a common workflow/front end software which will be judged for its operator ease of use, features and reliability. e. The production equipment will be used in a PC based environment. All software solutions proposed must include complete compatibility and functionality with Windows based Operating Systems. f. All production equipment shall be complete with robust Fiery or equally capable RIP, calibration, color profiling, platform stability and performance. g. Vendors must propose their overall production solution based upon the capabilities of the comparative models defined above. h. The pricing model shall include all equipment, hardware, cables, UPCs, surge protectors, software, licensing, upgrades, training, additional proposed capabilities and features. This is to include Fiery controllers (or proposed substitute), calibration tools and software, embedded and online color matching, profiling, correction software, front end software and all licensing and upgrades for the entire term of the contract

25 C. MACHINE INSTALLATION 1. The CMC coordinates and directly manages any and all machine installations. All installations of contract machines shall be authorized by the CMC. The CMC will schedule all installations, relocations, or removals of contract machines to take place during normal University business hours: Monday through Friday, from 8:00 am to 5:00 pm, CST. The CMC will assign each new machine an IP address and ensure that each install site has an active network connection port and a CAT 5 cable. 2. New Machine Requests: a. All University departments will place requests for new machines directly to the CMP. b. The CMC will determine the appropriate tier and features of all new machines based upon the operational requirements of the requesting department. c. The CMC will communicate all new machine orders to the contractor. d. The CMC will coordinate and actively participate in each machine installation. 3. Replacement of Existing Fleet: a. The CMC will determine the appropriate tier and features of all replacement machines based upon those of the existing machine and the operational requirements of the related department. b. The CMC will coordinate the removal of current fleet machines and will actively participate with the installation of new, replacement machines. 4. Temporary Machines: a. Any proposal that includes exigency fees for temporary machines may not be considered. b. The storage, transportation, installation, consumables (except staples and paper), as well as, any service and/or parts needed for each temporary machine will be included in the Cost-Per Click quote, the same as a normal fleet machine. 5. Machine Relocation: On occasion contract machines must be moved to new locations as deemed necessary by the CMC. Upon request, the Contractor will be responsible for the removal, transportation, and installation of any contract machine scheduled for relocation and the CMC will coordinate and actively participate in each relocation event. In 2015, the CMP relocated 48 machines. 6. Contractor Responsibilities for Machine Installation a. The Contractor will be responsible for delivering all new machines to the University campus to a meeting location specified by the CMC. A CMC will then accompany the Contractor to the installation site. A service technician shall be present at all machine installations unless notified otherwise by the CMC. b. All machines shall be configured exactly as ordered by the CMC with all specified features fully functional immediately upon installation. c. Currently upon installation, the Contractor assigns each device a CMP-authorized machine identification number (Locate Number). Each machine shall have a decal affixed directly to the machine in a prominent location with the Locate Number, the Contractor s name, and all contact information necessary for placing service and/or supply requests. The decal is machine-printed and all information clearly visible and legible. No decals containing handwriting of any type will be acceptable. d. The Contractor will be solely responsible for the proper, immediate removal from the University premises of any debris, packaging cartons, etc., resulting from the installation process, as well as, from all subsequent service, relocation, or removal activities concerning any contract device. e. The Contractor will be held responsible for any damages to University property incurred during installation. The CMC will assess the cost of any and all consequential reparations as a credit deducted directly from the monthly billing f. Upon removal of any device installed as a part of a contract resulting from this RFP, the Contractor will be responsible for wiping all user data from the machine as necessary to meet all FERPA, HIPPA, etc. regulations. This includes erasing any internal memory and removing hard drives. All hard drives become the property of the University upon removal and must be left with CMC. g. When the location of any contract machine changes, the Contractor will be responsible for updating the machine database made accessible to CMC through the web-based monitoring tool described in Section G

26 D. IMPLEMENTATION 1. The University will assign an IP address and provide an active, wired network connection for each applicable contract machine. The Contractor will be responsible for all components and configuration necessary to connect each copier to the University network via the supplied data port to make a complete functioning unit. 2. Initial installation to replace the existing fleet will begin no later than January 08, 2018 and must be completed on or before December 15, Failure to meet this schedule will result in suspended payments from the University until all machines are installed, configured, and functioning properly to the satisfaction of the CMC. This requirement includes the successful implementation of the monthly billing system for each copier as defined in Section I. E. SERVICE 1. Service Technicians: a. The Contractor is solely responsible for the service of all contract machines and must supply and coordinate all required personnel and labor in order to fulfill the obligations of any contract resulting from this RFP. Any proposal that allows for service of contract machines by a third party may not be considered. b. The Contractor s service personnel must meet all training and certifications of the copier manufacturer on all copiers furnished as a result of this contract. c. Dedicated service technicians shall be available during all normal University business hours: Monday through Friday from 8:00 am to 5:00 pm, CST. d. The Contractor will be responsible for the full and complete control of the actions of its personnel while conducting business on the University campus. All employees of the vendor, including but not limited to, the service technicians shall at all times: Exhibit a polite, respectful manner while on the University campus. Wear a company-issued identification badge with both the Contractor s name and individual s name clearly visible. e. The Contractor s technicians are not employees of the University and are not entitled to any benefits, etc., extended to University employees. 2. Service Call: The CMC expects the service technicians to complete service calls during the initial visit except in situations that require replacement parts to be ordered. In such instances, the service technicians are responsible for: Placing an immediate order for the necessary parts and notifying both the CMC and the requesting department of the delay and the estimated repair time. a. The Contractor shall notify departments in advance of any Preventative Maintenance to be performed on copiers. b. The Contractor shall track all service data and make it available in real-time to the CMC via the web-based monitoring tool described in Section G. This data shall include, but is not limited to: Time of initial call placement; Time of initial response and the name of the attending service technician The CMP-approved location number, building and room of the machine; Diagnosis of the problem; Description of the solution including any necessary replacement parts; necessity of a temporary replacement machine and/or a permanent replacement machine; Time that the machine is repaired and fully functional or, if necessary, replaced. c. The Contractor will be responsible for submitting a report that contains the service records for all machines to the CMC for review at the end of each month or upon request for the duration of the contract. d. Contractor shall supply a complete list of service codes, each with a detailed description, for all proposed machines upon award of contract. 3. Contracted Parts and Consumables: a. All parts and consumables (except paper, staples, and transparencies) necessary for daily use, general maintenance, and service, including, but not limited to, the following: toner, waste toner containers, developer units, drums, rollers, belts, wires, sensors, lenses, lubricants, PM kits, and software shall be supplied by the Contractor and shall be included in the cost-per-click quote submitted in the Contractor s proposal

27 b. The Contractor is responsible for the performance and compatibility of all parts and consumables utilized and must guarantee, for the duration of the contract, that all provided will be OEM. c. The CMC will determine appropriate inventory levels of parts and consumables with input from the Contractor. The Contractor will be responsible for arranging an off-campus storage site and maintaining a supply that meets or exceeds the approved levels. The Contractor must guarantee that high levels of such supplies will be kept in inventory and immediately available to service technicians at all times. d. If the restoration of an out-of-service machine to full operational status is impaired by untimely access to replacement parts, the Contractor must acquire parts via overnight delivery at the Contractor s expense. Further, the acquisition of the requisite parts shall be documented, including the time ordered and time received, in the service record of the specific machine. e. For the duration of the contract, and at no extra charge, the Contractor shall guarantee that all contracted, direct-to-customer consumables (i.e. toner cartridges and waste toner containers) must be delivered by a Contractor representative directly to the requesting department within one business day. Average for peak business time 2015 was 32 orders/week, with 2-3 toner cartridges per order. Any proposal to deliver contracted, direct-to-customer consumables using any third party delivery service including, but not limited to, the USPS, UPS, or FedEx will not be accepted. f. The University will consider a Contractor s proposal to deliver all toner to a central location designated by the CMC. Then to be delivered by an employee of Printing Services. Such proposal shall require adequate beginning inventory which Printing Services will secure but will not be responsible for loss. Such proposal shall include a monetary value to be taken as a credit on the monthly invoice by the University. (See sections 6.6.2m and 6.7.5r). 4. Non-Contracted Consumables: a. Staples are the only non-contracted consumable that the Contractor may make available to departments that have contracted machines. b. The Contractor shall guarantee that, for the duration of the contract, staples will be immediately available for any contracted machine with a staple finisher. c. Departments with contracted machines must be able to order staples through the same channels as those used to order contracted consumables. d. The Contractor will transact all charges for staples directly to the department that placed the order via the University P-Card. 5. Local Base of Operation: The Contractor is strongly encouraged to establish and maintain a local base of operation in order to facilitate: a. Service technicians b. Parts and Consumable Storage c. The storage of temporary machines and hot swap replacement printers. F. COMMUNICATION AND ORDER PROTOCOL 1. CMC will coordinate all communication between the Contractor and University departments. 2. For the duration of the contract, the only authorized communication between the Contractor and any University department will be when a Contractor-authorized service technician responds to a specific request for consumables or service. 3. Sales calls by the Contractor to any departments other than University Printing and/or Procurement Services are expressly prohibited. 4. The CMC and Contractor will establish a protocol for all service/consumable orders if placed by telephone. 5. The Contractor will dedicate specific customer service representatives to the handling of all University service or consumable requests in order to guarantee: a. All Contractor customer service representatives handling consumable or service calls from the University shall exclusively use the Locate Number. b. All Contractor customer service representatives handling consumable or service calls from the University will adhere to the CMP-approved order protocol and communication prohibitions included in the terms of this contract (e.g. no solicitation of meter count information or attempts to sell products or services, etc.)

28 6. The Contractor shall implement the necessary infrastructure to accept service/consumable requests using CMP-authorized protocol. 7. The CMC will approve a process for all service/consumable orders placed. G. MONITORING AND REPORTING 1. The Contractor shall provide the CMC access to a real-time web-based monitoring tool that contains a searchable database with, at minimum, the following information for all contract machines: Locate Number Machine Location (i.e., building and room); Current meter count; All service information as described in Section E.2.b. All direct-to-customer consumable orders with shipping information/ delivery confirmation a. This monitoring tool shall reside on the Contractor s server. All expenses to implement the monitoring tool, ensure its connectivity, and maintain the currency of the data it contains will be the sole responsibility of the Contractor. b. This monitoring tool shall be available to CMC anytime for ad-hoc reporting. The tool must have various levels of access. University will determine appropriate levels of user access. 2. The Contractor must meet with representatives of the University on a quarterly basis, or as requested by the University, and present reports with the following data. a. Service Call response time for the quarter. b. Service Call per machine per quarter. c. Uptime percentages for machines per quarter. d. Installation/Relocation response time per quarter. H. PRICING MODEL 1. The Contractor must include the cost of any and all installation, relocation, and/or removal services for contract machines in the Pricing model. 2. The University may not consider any proposal that includes provisions for increasing the cost-per-click charge during the life of any contract awarded as a result of this RFP. 3. Each printed side must count as one click, regardless of image or paper size. A Respondents submitted quote covers any and all respondent s responsibilities as specified by the terms of this RFP. I. BILLING 1. For the duration of the contract, the Contractor must poll meter counts daily for each contract machine and archive the data. The responsibility for collecting meter counts from off-line units will be the responsibility of the Contractor. a. On the last business day of each month, the Contractor will compile the meter count data into a monthly comprehensive invoice. The format shall be approved by the CMC prior to implementation. The monthly comprehensive invoice should include at a minimum the following: 1) a Summary Master Sheet and 2) an Itemized Device List showing specific billing information for each contract machine including number of clicks. 2. The Summary Master Sheet shall include: a. The invoice period b. Non-Production, Contract Machines Total clicks for the invoice period for all non-production, contract machines itemized by cost factor (Black or Color); Cost-per-click rate for non-productions, contract machines itemized by cost factor; Amount owed for the invoice period for all non-production, contract machines itemized by cost factor; Total amount owed for the invoice period for all non-production, contract machines

29 c. Production, Contract Machines Total clicks for the invoice period for all production, contract machines itemized by cost factor Cost-per-click rate for production, contract machines itemized by cost factor; Amount owed for the invoice period for all production, contract machines itemized by cost factor Total amount owed for the invoice period for all production, contract machines d. The Grand Total owed for the invoice period for all contract machines. e. An invoice number in a mutually agreed and acceptable format. 3. The Itemized Device List shall include for each contract machine: a. CMP - authorized machine identification number (Locate Number); b. Manufacturer s serial number; c. Model; d. Building; e. Room; f. Previous month s end meter count, itemized by cost factor (Black & Color); g. Current month s end meter count, itemized by cost factor (Black & Color); h. Total clicks for current invoice period, itemized by cost factor (Black & Color); i. Click type, itemized by cost factor (Black & Color); j. Cost-per-click, itemized by cost factor (Black & Color); k. Amount owed for current invoice period, itemized by cost factor (Black & Color) 4. The CMC requests that the Contractor subdivide the Itemized Device List into these separate categories: a. Non-Production Monochrome Machines; b. Non-Production Color Machines; c. Production Machines 5. The Contractor must submit the approved formatted comprehensive invoice electronically to the University no later than the 7th day of the following month in a method agreeable to the University. a. The Itemized Device List must agree in total to the Summary Master Sheet in order for payment to be made. If the Itemized Device List and Summary Master Sheet do not match for a particular invoice period, the CMC will notify the Contractor of the variance and withhold payment until the Contractor provides an amended invoice without discrepancy. b. After the corrected invoice is received and verified, payment terms will be Net The Contractor must submit a sample of a comprehensive monthly invoice to the CMC for approval prior to the first invoice being issued. 7. The University desires the Contractor to provide meter credits for any clicks incurred during the maintenance and/or service of any contract device. The CMC and Contractor will determine a methodology for documenting, reporting, and deducting all such service clicks from all net invoices. J. PENALTY CLAUSE It is the intent of the University to implement penalties when the below delivery, service and uptime requirements are not achieved. See section 6.6.2q below for related penalty information. 1. Machine Delivery Requirements: a. All orders to install, relocate, or remove contract machines must be completed within 21 calendar days of order. b. All machines must be configured exactly as ordered by the CMC with all specified features fully functional immediately upon installation. c. If requested machine is not delivered as defined above the Contractor is required to provide a similar temporary machine or upgrade the requested machine in coordination with CMC

30 2. Mandatory Uptime Requirements: a. Production Machine Uptime The CMC expects all production equipment to be operational with an uptime average of 95% or higher measured by the previous one-hundred, sixty (160) hours of production time from any given day. If the downtime of any production machine exceeds the monthly allowable service downtime (5%), the CMC will charge a penalty of $200 per hour for all downtime over the 5% limit for each inoperative, production machine, per month. This penalty may be assessed as a credit deducted from the invoice on a monthly basis b. The Contractor will be responsible for monitoring downtime of all fleet machines and making that information available to the CMC as part of the general service reporting and monitoring requirements as defined by the terms of this RFP. 3. Three Strike Rule a. If a department places three service calls regarding a specific machine within fifteen (15) business days, then the CMC has the right to require the Contractor to replace the machine. b. If the monthly service records indicate that a specific machine has failed to meet the minimum uptime requirements for two (2) consecutive months, then the CMC has the right to require the Contractor to replace the machine. c. For the duration of the contract and at no extra charge, the Contractor shall guarantee the availability of a permanent replacement device for any contract machine that does not meet the service requirements set forth in this RFP. All replacement machines must be approved by CMC and meet the same standards established for all installed machines according to the terms of this RFP. Replacement machines must meet or exceed features and performance capabilities of the removed machine. Replacement machines must be fully functional with all required features at the time of installation, unless otherwise approved by the CMC. K. TERMINATION CLAUSE 1. If the Contractor foresees any contingency that may alter the ability to fulfill the terms of this contract, the Contractor must notify the CMC immediately. This includes, but is not limited to: mergers, buyouts, structural reorganization, staff changes, location changes, etc. a. If the Contractor does provide notification of a foreseen contingency, but the University determines for any reason that the Contractor cannot continue to fulfil the terms of this contract as approved by the CMC, then the University at its sole discretion, reserves the right to cancel this Contract. 4.5 Financial Specifications 1. It is the Respondent s responsibility to verify any information and obtain any clarifications prior to submitting the bid response. The University is not liable for any errors or misinterpretations made by the Respondent in response to this Solicitation. 2. The quoted price involving equipment must include all necessary accessories to make a complete functioning unit unless specifically stated in the Solicitation. 3. Quoted price must include all costs necessary to provide the specified products including shipping and handling, delivery, installation, consumables, training and implementation, when applicable. 4. Quoted price must include all travel expense associated with the products and services required by this RFP

31 5.0 PROPOSAL GENERAL REQUIREMENTS 5.1 Key Event Dates Although subject to change, the University expects to adhere to the following time and event schedule relative to this RFP Process. December 15, 2016 January 11, 2017 February 28, 2017 *Week of March 27, 2017 *Week of April 10, 2017 *May 1, 2017 January 1, 2018 Request for Proposal Issued Deadline to Submit Questions Proposals Due Respondent Presentations Anticipated Finalization of Award Acceptance and Execution of Agreement Implementation *Dates are tentative 5.2 Issuing Department The Purchasing Department at the University of Alabama is the issuing department for this RFP and all subsequent addenda relating to it. The reference number for the Proposal is defined on the Purchasing Department RFP cover sheet. This number must be referenced on all proposals, correspondence, and documentation relating to RFP inquiries. 5.3 Respondent Communication To insure that RFP documentation and subsequent information (modifications, clarifications, addendum, written questions & answers, etc.) is directed to the appropriate persons within the Respondent s firm, each Respondent who intends to participate in this RFP is to provide the following information to the Purchasing Officer. Prompt, thorough compliance is in the best interest of the Respondent. Failure to comply may result in incomplete or delayed communication of addenda or other vital information. Contact information is the responsibility of the Respondent. Without the prompt information, any communication shortfall shall reside with the Respondent. Name of primary contact Mailing address of primary contact Telephone number of primary contact Additional contact persons with same information provided as primary contact This contact information, intent to propose and questions may be transmitted via fax or to: Gieva Patton Gieva Patton Purchasing Department Purchasing Department The University of Alabama The University of Alabama Box Or 1500 Flint River Drive Tuscaloosa, AL Tuscaloosa, AL Phone: (205) Fax: (205) gpatton@fa.ua.edu All communication with the University regarding this RFP shall only be directed to the University Purchasing Officer listed above. 5.4 Questions Respondents having questions regarding this solicitation shall compile all questions into one document and submit to Purchasing Official list in Section 5.3 due by 2:00 P.M. CST on the date listed in Section 5.1. The University will compile all written question submitted, prepare written responses and post questions/answers in the form of addendum on the University website. All Respondents shall be notified by of the addendum posting. The questions and answers will be made part of the solicitation and may become part of the contract with the Contractor. Oral answers given are not binding

32 5.5 Preparation of Offers Respondent is expected to follow all specifications, terms, conditions, and instructions in this Request for Proposal. Respondent will furnish all information required by this solicitation. Proposals should be prepared simply and economically, providing a description of the Respondent s capabilities to satisfy the requirements of the solicitation. Emphasis should be on completeness and clarity of content. All documentation submitted with the proposal should be submitted in a single volume except as otherwise specified. An electronic version of University s General Terms and Conditions and Instructions to Bidders are available through The University of Alabama Purchasing website: In the event of any conflict between any provision of this RFP and any provision of the above referenced General Terms and Conditions and Instructions to Bidders, the provisions of this RFP will control and shall be contracting and binding on the parties. 5.6 Proposed Deviations from the Request for Proposal The stated requirements appearing elsewhere in this RFP shall become a part of the terms and conditions of any resulting contract. Any deviations there from must be specifically defined in accordance with the Transmittal Letter, Section 6.3 (d). If accepted by the University, the deviations shall become part of the contract, but such deviations must not be in conflict with the basic nature of this RFP. Note: Respondents shall not submit their standard terms and conditions as exceptions to the RFP Terms and Conditions. Each exception to a University term and condition shall be individually addressed. 5.7 Proposal Submission and Deadline Respondent must provide three (3) printed copies and one (1) electronic copy on a jump/thumb drive of each proposal in a sealed cover, prior to 2:00 P.M. CST on date as specified in Section 5.1 Key Event Dates and addressed to the Purchasing Officer as listed Section 5.3 Respondent Communication. The Purchasing Department accepts deliveries Monday Friday, 8:00 AM 4:45 PM. Respondents must retain a copy of their proposal for their records and use. Note: Each Respondent is solely responsible for the timely delivery of its proposal. Proposals shall be submitted by mail, courier or delivered in person to the address indicated on the RFP signature page prior to the closing time set for receipt of offers. Proposals received after the closing date and time will not be considered. In addition, proposals received via fax or s are not acceptable. Proposals shall be enclosed in sealed envelopes to the above referenced address and shall show the closing time and date specified, the solicitation number, and the name and address of the Respondent on the face of the envelope. Due to imaging requirements, responses and additional data must not be permanently bound. Proposals may be stapled, in folders, three-ring binders or clipped. No shiny or slick paper. 5.8 Addenda Any addenda or instructions issued by the Purchasing Department prior to the time for receiving proposals shall become a part of this RFP. Such addenda shall be acknowledged in the proposal. No instructions or changes shall be binding unless documented by a proper and duly issued addendum

33 5.9 Financial Statements If requested by the University, a copy of Respondent s audited financial statement for the previous accounting year shall be sent by overnight delivery to the requesting Purchasing Officer within seventy-two (72) hours of request. Confidential/proprietary information such as company s financial statements must be placed in a separate envelope and marked confidential. This information can only be kept confidential to the extent permitted by law. Co-mingling of confidential/proprietary information is NOT acceptable. The response is not confidential and is a matter of public record. Neither a proposal response in its entirety, nor proposed pricing will be considered confidential/ proprietary. Any information that will be included in any resulting contract cannot be considered confidential Respondent Presentations All Respondents whose proposals are judged acceptable for award may be required to make a Respondent presentation/ demonstration to the evaluation committee prior to the award of RFP. Selected respondent(s) shall be given a script and/or instructions for the presentation in order to provide the evaluation team further insight regarding their proposal and to clarify any issues. Failure of a Respondent to conduct a demonstration/presentation on the date scheduled may result in rejection of the Respondent s proposal. In addition, the University may decide to make site visits, as needed, during the evaluation process which shall be coordinated with the respective Respondent Disclosure of Respondent s Response The Request for Proposal specifies the format, required information, and general content of proposals submitted in response to this RFP. The Purchasing Department will not disclose any portions of the proposals prior to contract award to anyone outside the Purchasing Department, the University s administrative staff, representatives of the State or Federal Government, if required, and the members of the committee evaluating the proposals. After a contract is awarded in whole or in part, the University shall have the right to duplicate, use, or disclose all Proposal data submitted by Respondents in response to this RFP as a matter of public record. Any submitted proposal shall remain a valid proposal for six (6) months after the proposal due date. The University shall have the right to use all system ideas, or adaptations of those ideas, contained in any proposal received in response to this RFP. Selection or rejection of the proposal will not affect this right Restrictions on Communications with University Staff From the issue date of this Solicitation until a Contractor is selected and a contract award is made, Respondents are not allowed to communicate about the subject of the RFP with any University administrator faculty, staff, or members of the Board of Trustees except: The Purchasing Department representative, any University Purchasing Officer representing the University administration, or others authorized in writing by the Purchasing Office and University Representatives during Respondent presentations. If violation of this provision occurs, the University reserves the right to reject the Respondent s response to this Solicitation Cost of Preparing Proposal Costs for developing the proposals and any subsequent activities prior to contract award are solely the responsibility of the Respondents. The University of Alabama will provide no reimbursement for such costs Disposition of Proposals All proposals become the property of the University. The successful proposal will be incorporated into the resulting contract by reference. All proposals are subject to an open records request

34 5.15 Alternate Proposals Respondents may submit alternate proposals. If more than one proposal is submitted, all must be complete (separate) and comply with the instructions set forth within this document. Each proposal will be evaluated on its own merits Oral Representation and Past Practice Respondents should not base any portion of their proposal on any oral representations or actual/perceived past practices not specifically identified within this RFP or subsequent official addenda Section Titles in the RFP Titles of paragraphs used herein are for the purpose of facilitating ease of reference only and shall not be construed to infer the construction of contractual language No Contingent Fees No person or selling agency shall be employed, retained, or given anything of monetary value to solicit or secure this contract, except bona fide employees of the Respondent or bona fide established commercial or selling agencies maintained by the Respondent for the purpose of securing business. For breach or violation of this provision, the University shall have the right to reject the proposal, annul the contract without liability, or, at its discretion, deduct from the contract price or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee or other benefit Proposals Addenda and Rules for Withdrawal Prior to the date specified for receipt of offers, a submitted proposal may be withdrawn by submitting a written request for its withdrawal to the University Purchasing Department, signed by the Respondent. Unless requested by the University, the University will not accept revisions, or alterations to proposals after the proposal due date Errors/Omissions The University of Alabama is not liable for any errors, omissions or misinterpretations in responding to the RFP Contractor Cooperation in Related Efforts The University reserves the right to undertake or award other contracts for additional or related work to other entities. The Contractor shall fully cooperate with such other Contractors and University employees and carefully fit its work to such additional work. The Contractor shall not commit or permit any act, which will interfere with the performance of work by any other Contractor or by University employees. This clause shall be included in the contracts of all Contractors with whom this Contractor will be required to cooperate. The University shall equitably enforce this clause to all Contractors, to prevent the imposition of unreasonable burdens on any Contractor Entire Agreement The Request for Proposal (RFP) and any subsequent addenda issued by the Purchasing Department shall be incorporated into any resulting Contract. The resulting contract, including the RFP and those portions of the Respondent s response accepted by the University shall be the entire agreement between the parties

35 5.23 Governing Law Contractor shall conform to and observe all laws, ordinances, rules and regulations of the United States of America, the State of Alabama, and all other local governments, public authorities, boards or offices relating to products and/or services provided, the Property or the improvements upon same, or the use thereof, and will not permit the same to be used for any illegal or immoral purposes, business or occupation. The Contract shall be governed by Alabama law without regard to its conflict of law provisions. The University does not consent to binding arbitration. Exclusive jurisdiction and venue of any claims which are not barred by immunity, nor required to be filed before the State Board of Adjustment, shall lie in the United States District Court for the Northern District of Alabama, Western Division (Tuscaloosa), or the Circuit Court of Tuscaloosa County, Alabama 5.24 Taxes Contractor shall bill and collect sales taxes, if applicable, on all services for which Contractor collects revenue from customers. Contractor shall be responsible for its city, state or federal income taxes including any tax burdens or benefits arising from its operations hereunder. This provision shall survive termination of the Agreement Reports and Auditing The University or the University s designated representative shall have the right to conduct quality audits of Contractor operations throughout the term of this contract. The results of said quality audit shall be shared with Contractor and used for setting operating and financial goals. Contractor shall submit (if requested) operating statements to the University for each Accounting Period and maintain books and records in accordance with generally accepted accounting principles Termination for Convenience The University of Alabama, Purchasing Department, reserves the right to terminate the resulting contract without cause with a one hundred twenty (120) day written notice. Upon receipt by the Contractor of notice of termination, the Contractor shall discontinue all services with respect to the applicable contract. The cost of any agreed upon services provided by the Contractor will be calculated at the agreed upon rate prior to notice of termination and a fixed fee contract will be pro-rated (as appropriate) Prime Contractor Responsibility Any contracts that may result from the RFP shall specify that the Contractor or Contractors is (are) solely responsible for fulfillment of the contract with the University Assignment Contractor(s) shall not assign the contract in whole or in part without the prior written consent of the University. Any attempted assignment shall be void Premises, Equipment and Maintenance Premises and Equipment Contractor shall take reasonable and proper care of any Premises and equipment furnished to the Contractor by the University and return them to University at termination of the Agreement. Any modifications to the existing Premises must receive written authorization from the Assistant Vice President for Construction and be in compliance with all applicable State and Federal codes as well as University policies

36 5.30 Employees Personnel Obligations Each party hereto shall be solely responsible for all personnel actions regarding employees on its respective payroll. Each party shall withhold all applicable federal, state and local employment taxes and payroll insurance with respect to its employees, insurance premiums, contributions to benefit and deferred compensation plans, licensing fees and workers' compensation costs and shall file all required documents and forms. Background checks/drug testing Contractor shall conduct a thorough background check on all employees providing service to the University, which shall include drug testing. Employee Conduct Contractor employees must conduct themselves at all times in a pleasant, courteous manner toward the public, providing excellent customer service. Operations shall be conducted in an orderly and proper manner so as not to annoy, disturb, or be offensive to others. Contractor and its employees will comply with all applicable ethical standards. Contractor Personnel Responsibilities Contractor shall be responsible for the acts of its employees and agents while performing services for The University of Alabama. Accordingly, Contractor agrees to take all necessary measures to prevent injury and loss to persons or property while on the University s premises. Contractor shall be responsible for all damages to persons or property on and off campus caused solely or partially by the Contractor or any of its agents or employees. The University may choose to repair any damage that it or its employees or agents may cause to the University s premises or equipment. When the University makes a repair to such damage, the Contractor shall reimburse the University promptly for the cost of the repair. Contractor must provide The University of Alabama with a written procedure on how the Contractor handles personnel complaints. The Contractor s supervisors upon notification by The University of Alabama will handle any complaint, deemed by The University of Alabama to be of serious nature. Contractor s supervisors will provide a written response of the outcome of the complaint to The University of Alabama within a reasonable amount of time. The University shall have the right to review and advise Contractor, in writing, regarding the employment and retention of Contractor s personnel for the implementation of this Agreement. The Contractor acknowledges that it has sufficient personnel to transfer to the University on an as-needed basis to fulfill the obligations of this agreement. Notwithstanding the above, the University may submit written requests to remove or reassign personnel for good cause and Contractor shall comply. As well, Contractor must have standard documented disciplinary procedure Hazardous Materials and OSHA Communication Standards Contractor shall be responsible for providing Material Safety Data Sheets (MSDS) to the appropriate user(s). Contractor shall retain title and/or ownership and responsibility for hazardous materials delivered in error. Within three working days of notification, Contractor must retrieve hazardous materials that are delivered in error. Contractor is responsible for the safe and legal disposal of all hazardous materials generated in the performance of the Agreement. In addition, Contractor shall be responsible for providing its employees chemical safety training mandated by OSHA Hazard Communication Standard. Contractor shall provide the University with safety/recall updates for any equipment/products provided

37 5.32 Advertisement of Service Contractor will be responsible for advertising products and/or services to the University campus. Advertisement must be reviewed by the University Purchasing Department and approved prior to distribution (paper or electronic). All costs will be at the Contractor s expense Parking Contractor s full-time and part-time staff members including all service technicians will be required to purchase a valid parking permit. Permits are available through Parking Services located in the Campus Drive Parking Deck, 451 Campus Drive East, Monday Friday, 8:00 a.m. until 5:00 p.m. The Contractor will be solely responsible for the cost of any and all permit fees and/or parking violation fines incurred during any and all activities associated with this RFP during any and all phases of the process described herein. For information regarding obtaining parking permits, please go to the University of Alabama Parking Services website: Patents, Copyrights and Trademarks Contractor shall protect the University from all damages or liability arising from alleged infringements of patents, copyrights or trademarks University Visual Identity Contractor must adhere to all University of Alabama Visual Identity Guide. University Visual Guide is maintained by the University Public Relations Department and can be viewed at Internal Campus Supplier License Any Contractor providing products to the University that include a University logo or insignia must obtain an Internal Campus Supplier License from The Collegiate Licensing Company. For information regarding how to obtain an Internal Campus Supplier License, please go to the University of Alabama Licensing Division website: Availability of Funds All terms and conditions of the contract are contingent upon the availability of funds and the University reserves the right to increase or decrease service as conditions and availability of funds dictate Non-Exclusive Contract The contract resulting from this RFP is a non-exclusive and Contractor acknowledges that nothing in this contract shall prohibit the University from entering into contracts similar to this one for other areas of the University PCI Compliance/Safeguarding Obligations To the extent the contract which may be awarded by this RFP will allow the Contractor to have access to customer information, as that term is defined in 16 C.F.R (b), which is required to be protected under the Gramm-Leach-Bliley Act (15 U.S.C ) as well as credit card information received in the course of business by the University, then the Contractor agrees to comply with and adhere to the terms and provisions described in General Terms and Conditions No. 33 which shall form a material part of the awarded contract. Safeguarding Rules of the Gramm-Leach-Bliley Act may be viewed: Click on: General Terms and Conditions, No

38 5.40 Insurance See Appendix - Insurance Requirements The successful Respondent shall provide the University Purchasing Department a certificate of insurance listing the required types of insurance and minimum liabilities specified in the Appendix - Insurance Requirements. The certificate must be received by The University of Alabama Purchasing Department within three (3) days of request and prior to a purchase order or contract being issued. The University reserves the right to terminate any resulting contract, if the Respondent fails to keep these policies in force for the above amounts or for the duration of the contract period. The umbrella policy must be listed on the insurance certificate with an explanation of the coverage FERPA Compliance The Contractor agrees to the attached FERPA and Privacy Provisions, the terms of which are incorporated herein by reference and are applicable to student records covered under FERPA, including but not limited to information maintained in vendor s system. All employees and/or Contractors of Vendor with access or exposure to student data shall comply with the terms of the FERPA and Privacy Provisions. Vendor agrees to notify the University in a timely manner of security-related risks if discovered in its software, of interim remediation, and of timely patches. See APPENDIX FERPA AND PRIVACY PROVISIONS 5.42 HIPAA Compliance To the extent, Contractor has indicated that its products support various types of encryption for a variety of different scheme, protocols and implementations, Contractor represents and warrants that such encryption meets the specifications outlined by the HITECH Act and implementing regulations for encryption of PHI that would meet legal requirements to alleviate the need for the University, if it utilized such encryption, to provide breach notification pursuant to HIPAA breach notification regulations. The parties agree to the terms of the attached Business Associate Agreement, the terms of which are incorporated herein by reference and are applicable to PHI covered under HIPAA and maintained in any system related to this RFP. All employees and/or Contractors of Vendor with access or exposure to University data shall comply with the terms of said Business Associate Agreement including required training. Vendor agrees to notify the University in a timely manner of security-related risks discovered in its software, of interim remediation, and of timely patches. See Appendix Business Associate Agreement 5.43 Child Protection Policy In order to ensure the safety and well-being of children, vendors and their employees, representatives or volunteers that contract for use of University facilities, with responsibilities that involve interaction with children must carefully review and abide by the following policy regarding abuse. The attached form (Appendix Child Protection Addendum To Contract) must be completed and signed prior to award of this contract Non-disclosure Agreement The successful Contractor will be required to sign a non-disclosure agreement (to be completed after award of RFP). See Appendix Non Disclosure Agreement 5.45 State Of Alabama Immigration Law Compliance Contractor must provide written certification they are in compliance with Section 9 of the Immigration Law (Act ) by submitting 1) the Certification of Compliance or 2) successful bidder s one-page E-verify Employment Eligibility Verification form

39 6.0 PROPOSAL FORMAT AND CONTENT 6.1 Proposal Information and Criteria The following list specifies the items to be addressed in the proposal. Respondents should read it carefully and address it completely and in the order listed to facilitate the University s review of the proposal. Proposals shall be organized into the sections identified below. The content of each section is detailed in the following pages. It is strongly suggested that Respondents use the same numbers for the following content as are used in the RFP. Signed Authentication of Proposal and Statement of Non-Collusion and Non-Conflict of Interest Form. Transmittal Letter Executive Summary and Proposal Overview Criteria 1 Respondent Qualifications Criteria 2 Services Defined Criteria 3 Financial Proposal Criteria 4 Evidence of Successful Performance and Implementation Schedule Criteria 5 Other Additional Information Criteria 6 Attachments to be included with proposal Appendix Insurance Requirements Appendix FERPA and Privacy Appendix HIPAA/ Business Associate s Agreement Appendix Child Protection Addendum to Contract Appendix Non-Disclosure Agreement Appendix Certification of Compliance with Immigration Law Appendix E-Verify Appendix Disclosure Statement Please note: All Appendices require a response as specified in each. All Attachments are for informational purposes only. 6.2 Signed Authentication of Proposal and Statements of Non-Collusion and Non- Conflict of Interest Form Respondent shall sign and return the proposal cover sheet and print or type her/his name, firm, address, telephone number and date. The person signing the offer must initial erasures or other changes. An offer signed by an agent is to be accompanied by evidence of his/her authority unless such evidence has been previously furnished to the Purchasing Department. The signer shall further certify that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud, and that, the signer is authorized to bind the principal Respondent. 6.3 Transmittal Letter The Transmittal Letter accompanying the RFP shall be in the form of a standard business letter and shall be signed by an individual authorized to legally bind the Respondent. It shall include: 1. A statement referencing all addenda and written questions, the answers and any clarifications to this RFP issued by the University and received by the Respondent. If no addenda have been received, a statement to that effect should be included. 2. A statement that the Respondent s proposal shall remain valid for six (6) months after the closing date of the receipt of the proposals. 3. A statement that the Respondent will accept financial responsibility for all travel expenses incurred for oral presentations (if required) and candidate interviews. 4. A statement that summarizes any deviations or exceptions to the RFP requirements and includes a detailed justification for the deviation or exception. 5. A statement that identifies the Confidential Information such as Financial Statements 6. A statement of compliance with all requirements of the RFP specifications

40 7. Provide a copy of your software EULA, if applicable. Note: Respondents shall not submit your standard terms and conditions as exceptions to the RFP Terms and Conditions. Each exception to a University term and condition shall be individually addressed. 6.4 Executive Summary and Proposal Overview The Executive Summary and Proposal Overview shall condense and highlight the contents of the technical proposal in such a way as to provide the evaluation committee with a broad understanding of the entire proposal. 6.5 Criteria 1 - Respondent Qualifications The purpose of the Respondent Qualifications section is to determine the ability of the Respondent to perform the requirements of this Request for Proposal. Respondents must describe and offer evidence of their ability to meet each of the qualifications listed below. 1. Respondent must provide, in writing, a statement that the Respondent has been regularly and continually engaged in business for a minimum three (3) years engaging in furnishing, delivering, servicing, repairing and installing, equipment, goods, or services required in this Solicitation. 2. Respondent s proposal shall provide evidence of technical experience, facilities, organization, and support staff that will be assigned to the University to provide the products and services outlined within the RFP specifications. 3. Respondent shall provide an organizational chart and proposed management team for this account. 4. Respondent shall provide a statement that they are the manufacturer or a fully authorized dealer/distributor for any of the products/services proposed. 5. Respondent shall provide any relevant certifications required to meet the terms of this RFP. 6. Respondent shall provide a statement of compliance with all requirements of the RFP specifications. 7. Respondent shall provide the company s legal name, corporate officers, national and regional office addresses, phone and fax numbers. 8. Respondent shall provide the names, positions and technical experience of the company representatives that will be involved in the installation, training and implementation of equipment or systems at The University of Alabama. 9. Respondent shall provide information related to Respondent s size and financial stability. 10. Respondent shall provide a brief history of the company and any affiliation that you have with other companies including industry strategic and/or certified partnerships and the nature and duration of each relationship, any specific restructuring, mergers or corporate name changes within the last three years. 11. Respondent shall describe any current public lawsuits, legal actions or governmental investigations including, but not limited to, parties of dispute, and equipment affected, cause of action, jurisdiction and date of legal complaint. Include in this section any loss of licensing or certification your firm or its personnel have experienced in the past five (5) years

41 6.6 Criteria 2 Product/Services Defined Respondents are expected to review product and service requirements in Section 4.0 and describe in detail how Respondent will fulfill these requirements including, but not limited to products and services to be provided and personnel to be assigned to the University. Respondent must meet or exceed all the required specifications in section 4.0 to be considered in the RFP award process. 1. Respondent Compliance Proposals will be considered only from companies that can prove to the University that they are capable of fulfilling the requirements of the RFP. The burden is on each Respondent to submit proof of its qualifications and the quality of the product and services that it is offering if its proposal is to be considered by the University. The requirements should be answered in the order in which they are listed and followed by the responses to the questions listed below. References to websites, URLs, or documents not included in the Proposal are not acceptable responses. Any additional detail or information you wish to be included, which is not required should be included in Additional Information. 2. Products and Services Respondents shall include with the proposal a detailed description of the following items. The information provided for each item will be evaluated by the University and will be a consideration in the award of the contract: a. Provide a listing of the entire product line offered by the Respondent. In addition, as new products become available add the new products to the resulting contract. b. Specify at least one machine for each tier in the chart below. Each proposed device must satisfy or exceed the speed and volume requirements of the tier for which it is submitted. Type Speed Avg. Volume/Month Office-Class Black Tier 1 Black 25 PPM * 3,000 Tier 2 Black 45 PPM 10,000 Tier 3 Black 55 PPM 25,500 Tier 4 Black 75 PPM 33,500 Office-Class Color Tier 1 Color 25 PPM 3,500 Tier 2 Color 35 PPM 6,000 Tier 3 Color 50 PPM 10,500 Desktop Desktop Black - 1,000 Desktop Color - - Production-Class Production Black 166 PPM 400,000 Production Color 100 PPM and 80 PPM 200,000 * Prints-Per-Minute (PPM) is defined as the number of prints of a single 8.5x11 original that a machine can produce in a minute whether the image is scanned and copied or submitted as a print job. c. Describe Respondents plan to allow University an opportunity for thorough demonstration and testing of all proposed devices. d. Provide a written description of the Respondents installation strategy with stress given to: replacement of the initial fleet, provision for the transportation of machines, deployment and delegation of the requisite personnel, key operator training, etc. e. Describe Respondents plan to fulfill the general order and installation requirements for new machines with emphasis given to procedure and timeframe from the initial request, to onsite delivery, to fully operation machine, to training of key operators at each location. f. Describe how the Respondent plans to identify each device with regard to device location, Contractor information and contact information necessary for placing service and/or supply requests. g. Provide a written description of the installation requirements for each proposed machine, including both space and power requirements

42 h. Describe Respondents plan to clean/remove hard drive(s) upon removal or relocation of a contract machine to ensure FERPA, HIPPA, etc. regulations are met. i. Provide a detailed service plan with emphasis given to dedicated service technicians, service response time, inventory/availability of replacement parts, inventory/availability of temporary replacement copiers, inventory/availability of hot swaps for desktop machines and providing the CMC with all information requested. j. Explain in detail Respondents plan, including time-frames, to handle and respond to service calls. k. Specify certification and training levels of all technicians. Include copies of each technician s certification. l. Provide a detailed description of how Respondent intends to provide direct consumable sales and delivery at a frequency comparable to the number of orders placed during University peak business. This description should include how orders will be placed as well as the proposed turnaround time from order placement to direct delivery. m. If the CMP determines that Contractor s direct consumables delivery methods as detailed in (l) above are not sufficient and an agreement is made for the CMP to store and deliver consumables on behalf of the Contractor, detail how you would provide the consumables to a CMP storage area on campus, including ordering. n. Provide a complete detailed description of the real-time web-based tool referenced in section G Monitoring and Reporting that the Respondent is proposing. o. Describe in detail any proposal for how the billing/invoice structure can be handled in a more efficient or cost saving manner. p. Provide a detailed description of any alternative pricing structure other than the Pricing model referred to in this RFP. q. The CMC may determine the Contractor has not fulfilled delivery and service requirements as detailed in section 4.4.J.1 above. Please propose a monetary penalty structure for such delivery and service level violations in order to ensure quality service. 3. Product and Service Questions a. Would the Respondent recommend equipment from multiple manufacturers? Explain why and what the University would stand to gain should equipment from multiple manufactures be chosen. b. After the initial 60 months, the University may consider utilizing refurbished machines in some instances. Explain why and what the University would stand to gain should refurbished machines be utilized. c. Will Respondent for the duration of the contract and at no extra charge, provide temporary machines in the event a contract machine becomes inoperative, for seasonal events, short-term programs and functions when requested in advance by the CMC? d. Describe the entire billing process including the invoice and reconciliation for usage of all machines? e. Can Respondent for the duration of the contract and at no extra charge, provide immediate availability of hot fix replacements for any inoperative contract desktop printer? f. Are there any additional charges/fees for installing, relocating and/or removing contract machines in locations with limited accommodations where a stair climber, other specialized equipment or any additional labor is required? g. Describe the preventative maintenance process including how much notification will be given to departments when any preventative maintenance is to be performed on copiers? h. Describe the training process to all departments for new machines? i. Detail the account structure with personnel and how many factory-certified service technicians employed by Respondent will be dedicated to the University to fulfil the obligations of any contract resulting from this RFP? j. Describe how the Respondent will provide additional service technicians be available to assist the dedicated service staff during times of high demand or when emergency/specialized diagnosis, repair and/or maintenance is requested by the CMC? k. Does Respondent offer machines that can be integrated with Pharos? If so, which ones? 6.7 Criteria 3 Financial Proposal 1. The Financial Summary shall contain complete financial offer made to the University fully describing all aspects of the proposal. Describe in detail the financial proposal you are offering the University for the Products and Services to be provided in Section 4.0. All costs associated with the RFP for which the University is responsible must be included

43 2. Provide an all-inclusive quote expressed as three cost-per-click figures: one cost factor for fleet monochrome clicks one cost factor for color clicks one cost factor for production monochrome click charges, which shall be no more than one-half (1/2) of the fleet monochrome click charge Production color and fleet color are to be the same. Monochrome fleet click rate will apply to all monochrome clicks from all fleet devices including fleet color devices. Production monochrome click charge will apply to all monochrome clicks from all production devices. Monthly billing will reflect and itemize cost factors for each. 3. Respondents should be creative in presenting various alternatives for providing services at the least possible cost to the University. The University will select the financial option that best meets the overall needs of faculty, staff, and students. 4. Respondents should include any or all of the following applicable value added options in their proposal response and clearly state the details of options proposed: a. E-commerce solutions (ESM Solutions) b. Ability to accept the University s procurement cards and provide the same benefits of the contract c. Additional rebate incentives for contract usage and/or year contract growth d. Signing bonus for contract options e. Prompt payment terms/discount f. Promotions g. Green Product Lines (Provide information in regards to product certification for green product lines. Indicate how green products are identified in your product line and how they promoted and recommended. h. The University may choose to negotiate with the Contractor the right to promote and advertise as The Official Copier of The University of Alabama. Please provide a monetary value of this right. Please note this item will not be used in the evaluation of the CPM and will only be negotiated once the contract award has been made. 5. Provide a detailed Quality Assurance Plan that identifies the methods by which the Respondent shall assure ordering, delivery and follow up services for University departments in a correct and timely manner including, but not limited to: a. Capabilities to deliver as requested and willingness to work with University departments to assure their requirements are met b. All standard and enhanced warranties for all products and/or services being proposed, if applicable c. Web-based procurement solutions d. Customer Service (detail how product literature, samples and specifications are obtained e. Technical Support (training and product in-service support, indicate frequency) f. Post-installation services and maintenance g. How orders are placed (included methods accepted i.e. telephone, fax, , original PO, secured internet line, EDI and other) h. Provide product qualification standards, manufacturing certifications i.e. ISO 9000, ISO 9001, etc. i. Cancellation policies j. Returns ( include return authorization policies & procedures and time frame to complete the process k. Equipment, Product, Supplies damage in delivery cycle including visible and concealed damage (policy & procedures l. Backorders and Fill Rates (include policy and provide the order fill rate for the company m. Delivery Lead Time n. Delayed or Late Deliveries (provide your policy and how you keep customers informed) o. Toll free number availability p. Compliance with all federal, state and local regulations regarding the sales and distribution of the products and services (e.g. Patriot Act) q. Method of delivery of quality equipment, products, supplies and services r. If the CMP provides delivery service of consumables, as referenced in 6.6.2m, indicate Respondent s monetary offer for this service

44 6.8 Criteria 4- Evidence of Successful Performance and Implementation Schedule 1. Respondent shall provide a descriptive record of professional experience with at least five (5) business references, from higher education institutions and large commercial accounts of clients that have accounts of comparable size and scope to the requirements stipulated in this RFP. Of these five (5), at least three (3) unique references where the specific devices proposed to fulfill the obligations of this RFP are currently used. For each reference, include: Company Name Principal in charge Address, phone number and addresses of the Reference Type of facility Length of time services have been used Size and brief description of work performed Any proposal lacking sufficient references and/or reference contact information may result in the elimination of your proposal from evaluation. 2. Provide references to or attach copies of any unsolicited industry press, which demonstrate your firm s commitment to continuous product development, and a proven record of accomplishment of customer satisfaction. This information may include but is not limited to trade publication articles, third party reviews, awards, citations, case studies, or benchmark reviews by research organizations. 3. Respondent shall provide an implementation and transition schedule for the proposal submitted, when relevant to the RFP project. 6.9 Criteria 5- Other Additional Information 1. Please provide any additional information that the Respondent feels should be considered when evaluating their proposal. 2. Respondent may present any creative approaches that might be appropriate. The Respondent may also provide supporting documentation that would be pertinent to this RFP. 3. Excluding copier and print management and printing services, Respondents should describe all the various services in which Respondent can provide Criteria 6 Attachments Included with Response Certificate of PCI Compliance ( if you are collecting credit card payments for the University from individuals that are paying the University) Insurance certificate FERPA statement HIPAA statement Non-disclosure statement Child Protection Addendum to Contract Certificate of Compliance or E-Verify document Disclosure Statement EULA, contract, etc

45 7.0 PROPOSAL EVALUATION PROCESS AND AWARD 7.1 Proposal Evaluation Criteria The criteria to be used for evaluating proposals include, but are not limited to the following. Each of these criteria is addressed elsewhere in the RFP document and shall be addressed under the relative RFP specification number. All proposals should be complete to be considered responsive. If the proposal fails to conform to the requirements of the RFP, the University will determine whether the variance is significant enough to consider the proposal. Proposal preparation, compliance with steps and procedures utilized in the completion and submission of the proposal Qualifications, experience, references and past performance of Respondent as determined by Respondent s background information and references. Ability to meet specifications as described herein, compliance with terms and conditions. Responses to questions found throughout the RFP Order placement, timely delivery, installation or completion by Contractor or having product in stock for pick up by the University. Breadth and quality of Products/ Services, warranties, workmanship, services and maintenance. Pricing proposal which provides,additional financial considerations, increased discounts, lower overall costs and terms of proposal financial stability Added Value/Incentives and Services Oral Presentation/ Demonstration, if requested Other information as deemed relevant by the University 7.2 Evaluation Process The University intends to award this contract to the Respondent submitting the best overall proposal based on an evaluation of all qualified proposal responses. Enhancements to the minimum requirements will be considered. Respondent bears sole responsibility for the items included or not included in the response submitted. Exceptions to the terms and specifications contained within this request may result in disqualification. If required, Proposers will be selected for detailed review and evaluation, including oral presentation. The University reserves the right to be the sole judge as to the overall acceptability of any proposal and compliance with the specifications/ requirements of this RFP. The University shall make such investigation, as it deems necessary to determine the ability of the Respondent to provide the specified service, equipment and/or perform the requirements of this contract in an excellent manner. The University of Alabama reserves the right to accept in whole or in part the proposal or reject any or all proposal responses received as a result of this Request for Proposal and to waive any informalities in the evaluation award process, whichever it deems, in its sole discretion, to be in the best interest of the University. A waiver of a requirement is at the University s option and if granted, will be granted to all Respondents. Additionally, the changing of any specification within this RFP will be provided to all Respondents equally. Any award made based on responses to this Request for Proposal is contingent upon available funding. A pre-award conference will be held with the contract Respondent(s) prior to the final award being made

46 Any contract(s) resulting from this Request for Proposal will be awarded in writing to responsive and responsible Respondent(s) whose proposal, in the opinion of the evaluation team, offers the greatest benefit to the University. 7.3 Competitive Negotiation After all qualified proposals that are submitted have been evaluated, the University will negotiate with the Respondent(s) that the University feels has provided the most attractive proposal(s). All Respondents should note the University reserves the right to request necessary modifications, accept or reject any or all proposals submitted and to make a contract award to the Respondent that the University determines, in its sole discretion, has provided the proposal that best meets the University s needs. The University also reserves the right to waive informalities in the proposal s evaluation process. All responders should review carefully the RFP requirements and develop a proposal that, at a minimum, meets the expectations outlined herein. Respondent(s) selected to participate in negotiations may be given an opportunity to submit a Best and Final offer to the Purchasing Department. All information-received prior to the cut-off time will be considered part of the Respondent s Best and Final offer. The University also reserves the right to waive minor technicalities or irregularities in proposals providing such action is in the best interest of the University. Such waiver shall in no way modify the RFP requirements or excuse the Respondent from full compliance with the RFP specifications and other contract requirements if the Respondent is awarded the contract. 7.4 Appearance Before Committee Any, all or no Respondents may be requested to appear before the evaluation committee to explain their proposal and/or to respond to questions from the committee concerning the proposal. Respondent(s) are prohibited from electronically recording these meetings. The committee reserves the right to request additional information. 7.5 Acceptance or Rejection and Award of Proposal The University reserves the right to accept or reject any or all proposals, or part of proposals, to waive any informalities, technicalities, clarify any ambiguities in proposals, and unless otherwise specified to accept any item in the proposal. In case of error in extension of prices or other errors in calculation, the unit price shall govern. 7.6 Additions, Deletions or Contract Changes The University reserves the right to add, delete, or change related items or services to the contract established from this Request for Proposal. No modification or change of any provision in the resulting contract shall be made, unless such modification is mutually agreed to in writing by the Contractor and the Director of Purchasing, and incorporated as a written modification to the contract. Memoranda of understanding and correspondence shall not be interpreted as a modification to the contract. 7.7 Rejection Grounds for the rejection of proposals include, but shall not be limited to: 1. Failure of a proposal to conform to the essential requirements of the Request for Proposal. 2. Imposition of conditions that would significantly modify the terms and conditions of the solicitation or limit the Respondent s liability to the University on the contract awarded on the basis of such solicitation. 3. Receipt of proposal received after the closing date and time specified in the RFP

47 INSURANCE REQUIREMENTS Contractor shall procure and maintain, at its expense, the following minimum insurance coverage insuring all services, work activities and contractual obligations undertaken in this Contract. Contractor shall bear the full and complete responsibility for all risk of damage or loss of equipment, products, or money resulting from any cause whatsoever and shall not penalize the University for any losses incurred in association with this agreement. It is the Contractor s responsibility to verify compliance of their company s insurance coverage with the following requirements and to obtain pricing to meet these requirements prior to submitting the solicitation response. These insurance policies must be with insurers acceptable to the University. Insurance requirements may be modified in the Insurance Requirements section of any solicitation document. In such cases, the requirements of the solicitation shall prevail. Contractor shall assume all risk of loss or damage for property loaned, leased, rented to, or in possession of the University. This includes the loss of value due to the damage or other financial loss resulting from an inability to use the property for future endeavors. Contractor has the option to purchase property insurance on property, loaned, leased or rented to the University and the cost of insurance shall be the obligation of the contractor. These limits may be accomplished through a combination of primary and excess/umbrella liability policies written on a follow form basis. A Contractor with a desire to self-insure part or all of insurance requirements outlined above must provide audited financials for the most recent fiscal year for review and acceptance by the University. If Contractor is owned by a parent company and the financials are in the name of the parent, the University requires a parental guarantee contract for the obligations accepted by the Contractor. The University reserves the right to review and revoke self-insure status, if Contractor s financial ratings with Standard & Poor and/or Fitch ratings drop below investment grade, there is a material change in the audited financials, or Contractor entity is acquired or there is any change in the ownership structure. TYPES OF INSURANCE Worker's Compensation (Coverage A) Employers Liability (Coverage B) Per Occurrence Commercial General Liability: Each Occurrence Premise/Operation Personal and Advertising Injury Products/Completed Operations Limit General Aggregate BASIC INSURANCE POLICY MINIMUM LIMITS OF LIABILITY Statutory Alabama (or state of residence) $ 500,000 $1,000,000 $1,000,000 $1,000,000 $2,000,000 Commercial Business Automobile Liability $1,000,000 The Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives must be included as an additional insured as respect to the Commercial General Liability & Excess/Umbrella policy. Unless precluded by law, all policies waive the right to recovery or subrogation against the Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives. Coverage is to be primary and non-contributory with other coverage, if any, purchased by the University. The insurance policies shall be issued by an insurance company licensed to do business in the State of Alabama carrying an AM Best s rating of A- VII or better, and the certificate must be signed by an authorized agent. The general and excess/umbrella liability must extend additional insured provisions and must include the following language on the certificate of insurance: The Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives are included as an additional insured as respect to the Commercial General Liability & Excess/Umbrella policy. Unless precluded by law, all policies waive the right to recovery or subrogation against the Board of Trustees of The University of Alabama, its individual trustees, officers, directors, employees, agents and representatives

48 The certificate holder will be: The University of Alabama, c/o Purchasing Dept., Box , Tuscaloosa, AL , ATTN: (Gieva Patton). A fax copy of the certificate may be sent for a verbal purchase order, but the original certificate of insurance must be received by the University prior to the purchase order being mailed to the Contractor or payment being made. In the event the insurance program required by the University were to have any pending claims, either at the time the certificate of insurance was produced or to later come to the attention of the Contractor, which may limit or exhaust any aggregate limits by more than 20%, the University shall be notified within 30 days. The University may require additional insurance or a reinstatement of the limits of liability, as necessary to protect the financial interest of the University. In the event the Contractor was to cancel, alter, non-renew or allow the required insurance program to be modified to a material degree, the Contractor must provide immediate written notice to the University explaining the situation. Failure to maintain the required insurance program may result in cancellation or suspension of the Contract until a replacement certificate of insurance evidencing coverage in compliance with the University s insurance requirements is provided. The Contractor may elect to change insurance carriers without prior approval, but any replacement policy(s) must provide equal coverage and the insurance company must meet the minimum financial rating (A.M. Best s A-) established by the University

49 FERPA COMPLIANCE UA Vendor agrees to abide by relevant privacy laws, including but not limited to the limitations on re-disclosure of personally identifiable information from education records set forth in The Family Educational Rights and Privacy Act (FERPA), 34 CFR (a)(2), and agrees to comply with the terms set forth below. 34 CFR 99.33(a)(2) states that the officers, employees and agents of a party that receives education record information from the University may use the information, but only for the purposes for which the disclosure was made. Definition: Covered data and information (CDI) includes paper and electronic student education record information supplied by the University, as well as any data provided by University students to UA Vendor. Acknowledgment of Access to CDI: UA Vendor acknowledges that the Agreement allows UA Vendor access to CDI. Prohibition on Unauthorized Use or Disclosure of CDI: UA Vendor agrees to hold CDI in strict confidence. UA Vendor shall not use or disclose CDI received from or on behalf of the University (or its students) except as permitted or required by the agreement or this addendum, as required by law, or as otherwise authorized in writing by the University. UA Vendor agrees that it will protect the CDI it receives from or on behalf of the University according to commercially acceptable standards and no less rigorously than it protects its own confidential information. UA Vendor agrees not to use CDI for any purpose other than the purpose for which the disclosure was made. Return or Destruction of CDI: Upon termination, cancellation, expiration or other conclusion of the Agreement, UA Vendor shall return all CDI to the University or, if return is not feasible, destroy any and all CDI. If UA Vendor destroys the information, UA Vendor shall provide the University with a certificate confirming the date of destruction of the data. Remedies: If the University reasonably determines in good faith that UA Vendor has materially breached any of its obligations under this Agreement or Addendum, the University, in its sole discretion, shall have the right to require UA Vendor to submit to a plan of monitoring and reporting; provide UA Vendor with a fifteen (15) day period to cure the breach; or terminate the Agreement immediately if cure is not possible. Before exercising any of these options, the University shall provide written notice to UA Vendor describing the violation and the action it intends to take. If the Family Policy Compliance Office of the U.S. Department of Education determines that UA Vendor improperly disclosed personally identifiable information obtained from the University s education records or CDI, the University may not allow UA Vendor access to its education records or CDI for at least five years. Maintenance of the Security of Electronic Information: UA Vendor shall develop, implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all electronically maintained or transmitted CDI received from, or on behalf of the University or its students. These measures will be extended by contract to all subcontractors used by UA Vendor. Reporting of Unauthorized Disclosures or Misuse of Covered Data and Information: UA Vendor shall, within one day of discovery, report to the University any use or disclosure of CDI not authorized by the Agreement, this Addendum or in writing by the University. UA Vendor s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the CDI used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what UA Vendor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action UA Vendor has taken or shall take to prevent future similar unauthorized use or disclosure. UA Vendor shall provide such other information, including a written report, as reasonably requested by the University. Indemnity: UA Vendor shall defend and hold the University harmless from all claims, liabilities, damages, or judgments involving a third party, including University's costs and attorney fees, which arise as a result of UA Vendor s failure to meet any of its obligations under the Agreement or this Addendum

50 HIPAA BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (the Agreement ) is entered into by and between The Board of Trustees of The University of Alabama, by and on behalf of its member institution, The University of Alabama, Tuscaloosa, Alabama, and specifically its ( hereinafter referred to as UA Covered Entity ) and (hereinafter referred to as Business Associate ). RECITALS WHEREAS, UA Covered Entity and Business Associate are parties to an agreement (the Underlying Agreement ) pursuant to which Business Associate provides certain services to UA Covered Entity and, in connection with those services, UA Covered Entity discloses or may disclose to Business Associate certain individually identifiable protected health information ( PHI ) that is subject to protection under the Health Insurance Portability and Accountability Act of 1996, as amended from time to time ( HIPAA ) and the American Recovery and Reinvestment Act of 2009 ( ARRA ), as amended from time to time. WHEREAS, the parties desire to comply with the HIPAA standards for the privacy and security of PHI of covered patients/clients of UA Covered Entity; NOW THEREFORE, for and in consideration of the recitals above and the mutual covenants and conditions herein contained, UA Covered Entity and Business Associate enter into this Agreement to provide a full statement of their respective responsibilities and to set forth the obligations of Business Associate with respect to PHI in accordance with applicable federal law. SECTION I - DEFINITIONS 1.1 Definitions. Unless otherwise provided herein or on Exhibit 1.1 attached hereto, capitalized terms shall have the same meaning as set forth in the HIPAA regulations, 45 CFR Sections , and ,and as set forth in the American Recovery and Reinvestment Act of 2009 (ARRA) and its implementing regulations. SECTION II OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 2.1 Performance of Agreement. Business Associate, its agents and employees (collectively referred to as Business Associate ) agrees to not use or further disclose PHI other than as permitted or required by the Agreement or as required by law. 2.2 Safeguards for Protection of PHI. a. Business Associate agrees to use appropriate technical, physical and administrative safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement. b. To the extent Business Associate creates, maintains, receives, or transmits electronic PHI (ephi), Business Associate agrees to implement safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of the UA Covered Entity. c. Business Associate agrees to, as of the Compliance Date of 42 USC 17931m, comply with the privacy requirements of HIPAA (45 C.F.R (e)) and with the HIPAA Security Rule requirements, including but not limited to provisions on administrative safeguards (45 C.F.R ), physical safeguards (45 C.F.R ), technical safeguards (45 C.F.R ), and policies and documentation (45 C.F.R ). d. Business Associate agrees to have reasonable policies and procedures in place to identify, detect, and respond to identity theft red flags, in compliance with Identity Theft Red Flags and Address Discrepancies under the Fair and Accurate Credit Transactions Act of 2003 Rules, if applicable to Business Associate. 2.3 Reporting of Unauthorized Use and Security Incident. Business Associate will promptly (and no later than 5 days) report to UA Covered Entity any use or disclosure of the PHI not provided for in this Agreement upon becoming aware of it and/or any security incident of which it becomes aware; and will indemnify and hold UA Covered Entity harmless from all liabilities, costs and damages arising out of or in any manner connected with the disclosure by Business Associate of any PHI and/or security incident. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI and/or security incident by Business Associate in violation of the requirements of this Agreement. To appropriately respond to an unauthorized or inappropriate disclosure of PHI, Business Associate agrees to establish and maintain a security incident response team. Business Associate agrees to pay the direct and indirect costs associated with the breach notification requirements as outlined in ARRA

51 2.4 Use of Subcontractors. Business Associate agrees to ensure that any agent and/or subcontractor to whom it provides PHI received from, or created or received by Business Associate on behalf of UA Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information, including but not limited to a requirement that any agent/subcontractor agree to implement reasonable and appropriate safeguards to protect the confidentiality, integrity and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of the UA Covered Entity. 2.5 Access to PHI. Business Associate agrees to provide access, at the request of UA Covered Entity, and in the time and manner designated by UA Covered Entity, to Protected Health Information in a Designated Record Set, to UA Covered Entity or, as directed by UA Covered Entity, to an Individual in order to meet the requirements under 45 CFR Section To the extent Business Associate uses or maintains an Electronic Health Record of information of or about an Individual, then the Business Associate shall provide an electronic copy (at the request of Covered Entity, and in the time and manner designated by Covered Entity) of the PHI, to Covered Entity or, when and as directed by Covered Entity, to an Individual or a third party designated by the Individual, all in accordance with 42 U.S.C (e) as of its Compliance Date. 2.6 Amendments by Business Associate. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that the UA Covered Entity directs or agrees to pursuant to 45 CFR Section at the request of UA Covered Entity or an Individual, and in the time and manner designated by UA Covered Entity. 2.7 Access to DHHS. Business Associate agrees to make internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of UA Covered Entity and its policies and procedures relating to adequate safeguards required by the HIPAA Security and Privacy Regulations available to the Secretary, in a time and manner designated the Secretary, for purposes of the Secretary determining UA Covered Entity s compliance with the Privacy and Security Rule. 2.8 Access to UA Covered Entity. Upon reasonable notice, Business Associate shall make its facilities, systems, books and records available to UA Covered Entity. 2.9 Documentation of Disclosures. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for UA Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR Section Accounting of Disclosures. Business Associate agrees to provide to UA Covered Entity or an Individual, in time and manner designated by UA Covered Entity, information collected in accordance with Section 2.10 of this Agreement, to permit UA Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR Section , and, as of its Compliance Date, in accordance with 42 U.S.C (c), and when directed by Covered Entity, make that accounting directly to the Individual. Each accounting shall provide (i) the date of each disclosure; (ii) the name and address of the organization or person who received the PHI; (iii) a brief description of the information disclosed; and (iv) for disclosures other than those made at the request of the subject, the purpose for which the information was disclosed and a copy of the request or authorization for disclosure. Business Associate shall maintain a process to provide this accounting of disclosures for as long as Business Associate maintains PHI received from or on behalf of UA Covered Entity Breach or Misuse of PHI. Business Associate recognizes that any breach of confidentiality or misuse of information found in and/or obtained from records may result in the termination of this Agreement and/or legal action. SECTION III PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE 3.1 General. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, UA Covered Entity as specified in the Underlying Agreement, provided that such use or disclosure complies with the HIPAA Privacy Rule if done by UA Covered Entity. Business Associate agrees to request, use and/or disclose only the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure; provided that Business Associate shall comply with 42 U.S.C (b) as of its Compliance Date. 3.2 Specific. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of the Business Associate, provided that disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person

52 notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to UA Covered Entity as permitted by 42 CFR (e)(2)(i)(B) or to create a Limited Data Set and use such Limited Data Set pursuant to a Data Use Agreement that meets the requirements of the Privacy Rule. 3.3 Remuneration, Marketing, Fundraising. Business Associate agrees to a) not directly or indirectly receive remuneration in exchange for any PHI in compliance with 42 U.S.C (d) as of its Compliance Date; b) not make or cause to be made any communication about a product or service that is prohibited by 42 U.S.C (a) as of its Compliance Date; and c) not make or cause to be made any written fundraising communication that is prohibited by 42 U.S.C (b) as of its Compliance Date. SECTION IV OBLIGATIONS OF UA COVERED ENTITY 4.1 General. With regard to the use and/or disclosure of PHI by Business Associate, UA Covered Entity agrees: a. to obtain any consent, authorization or permission that may be required by the Privacy rule or applicable state laws and/or regulations prior to furnishing Business Associate the PHI pertaining to an individual; and b. that it will inform the Business Associate of any PHI that is subject to any arrangements permitted or required of UA Covered Entity under the Privacy Rule that may materially impact in any manner the use and/or disclosure of PHI by Business Associate under this Agreement, including, but not limited to, restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R and agreed to by UA Covered Entity. SECTION V - TERM/TERMINATION 5.1 Term and Termination. The term of this Agreement shall be effective as of the date of execution of the underlying Agreement between the parties and shall terminate when all of the PHI provided by UA Covered Entity to Business Associate, or created or received by Business Associate on behalf of UA Covered Entity, is destroyed or returned to UA Covered Entity. 5.2 Termination for Cause. Upon UA Covered Entity s knowledge of a material breach by Business Associate, UA Covered Entity may terminate this Agreement and the Underlying Agreement. Notwithstanding that option, as of the Compliance Date of 42 U.S.C (b), if either Party knows of a pattern of activity or practice of the other Party that constitutes a material breach or violation of this B.A. Agreement, then the non-breaching Party shall provide written notice of the breach or violation to the other Party that specifies the nature of the breach or violation. The breaching Party must cure the breach or end the violation on or before 5 business days of breaching Party after receipt of the written notice. In the absence of a cure reasonably satisfactory to the non-breaching Party, then the non-breaching Party may do the following: (i) if feasible, terminate this B.A. Agreement and the Underlying Agreement; or (ii) if termination of this B.A. Agreement or the Underlying Agreement is infeasible, report the problem to HHS. Material Breach shall include Business Associate s improper use or disclosure of PHI and any changes or any diminution of Business Associate s reported security procedures or safeguards that render any or all of Business Associate s safeguards unsatisfactory to UA Covered Entity. 5.3 Termination After Repeated Violations. UA Covered Entity may terminate the Underlying Agreement without penalty if Business Associate repeatedly violates this Agreement or any provision hereof, irrespective of whether, or how promptly, Business Associate may remedy such violation after being notified of the same. In the event of such termination, UA Covered Entity shall not be liable for the payment of any services performed by Business Associate after the effective date of termination. 5.4 Effect of Termination Except as provided in Section 5.4.2, upon termination of this Agreement, for any reason, Business Associate shall cease and desist all uses and disclosures of UA Covered Entity s PHI and shall immediately return or destroy (if UA Covered Entity gives written permission), in a reasonable manner consistent with HIPAA, all PHI received from UA Covered Entity, or created or received by Business Associate on behalf of UA Covered Entity; provided, however, that Business Associate shall reasonably cooperate with UA Covered Entity to ensure that no original PHI records are destroyed. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. Except as provided in Section 5.4.2, Business Associate shall certify to UA Covered Entity that all PHI has been returned or destroyed within 30 days after termination or expiration of this Agreement. If PHI is destroyed, Business Associate must use a method approved by the American National Standards Institute and provide Covered Entity with a certificate of destruction

53 5.4.2 In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to UA Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI Penalties, Investigations, and Cooperation. In addition to any damages recoverable under this B.A. Agreement, the Parties acknowledge that certain breaches or violations of this B.A. Agreement may result in litigation or investigations resulting in civil liability and/or criminal penalties pursued by federal or state governmental authorities of the United States. Each Party shall cooperate in good faith in all respects with the other Party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry. SECTION VI - INDEMNIFICATION/INSURANCE 6.1 Indemnification. Business Associate shall indemnify, defend, and hold UA Covered Entity, its employees, directors/trustees/officers/representatives and agents (collectively the Indemnitees) harmless from and against all claims, causes of action, liabilities, judgments, fine, assessments, penalties, damages, awards or other expenses, of any kind or nature whatsoever, including, without limitation, attorney s fees, expert witness fees, and costs of investigation, litigation or dispute resolution, incurred by the Indemnities and relating to or arising out of any breach or alleged breach of the terms of this Agreement by Business Associate or its agent or representative. Business Associate shall provide Covered Entity with prompt notice of any claim that may trigger the foregoing indemnification requirements. Upon demand by the Covered Entity, Business Associate shall defend any investigation, claim litigation or other proceeding brought or threatened against the Covered Entity, at the Business Associate s expense, by counsel acceptable to the Covered Entity. Business Associate shall not enter into any settlement of a claim that triggers the indemnification requirements without the written consent of the Covered Entity. 6.2 Insurance. If UA Covered Entity requires, Business Associate shall obtain and maintain insurance coverage against improper uses and disclosures of PHI by Business Associate, naming UA Covered Entity as an additional named insured. Promptly following a request by UA Covered Entity for the maintenance of such insurance coverage, Business Associate shall provide a certificate evidencing such insurance coverage. SECTION VII - DISCLAIMER 7.1 Disclaimer. UA COVERED ENTITY MAKES NO WARRANTY OR REPRESENTATION THAT COMPLIANCE BY BUSINESS ASSOCIATE WITH THIS AGREEMENT OR THE HIPAA REGULATIONS WILL BE ADEQUATE OR SATISFACTORY FOR BUSINESS ASSOCIATE S OWN PURPOSES OR THAT ANY INFORMATION IN THE POSSESSION OF BUSINESS ASSOCIATE OR CONTROL, OR TANSMITTED OR RECEIVED BY BUSINESS ASSOCIATE, IS OR WILL BE SECURE FROM UNAUTHORIZED USE OR DISCLOSURE, NOR SHALL UA COVERED ENTITY BE LIABLE TO BUSINESS ASSOCIATE FOR ANY CLAIM, LOSS OR DAMAGE RELATING TO THE UNAUTHORIZED USE OR DISCLOSURE OF ANY INFORMATION RECEIVED BY BUSINESS ASSOCIATE FROM UA COVERED ENTITY OR FROM ANY OTHER SOURCE. BUSINESS ASSOCIATE IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BY BUSINESS ASSOICATE REGARDING THE SAFEGUARDING OF PHI. SECTION VIII MISCELLANEOUS 8.1 Construction. This Agreement shall be construed as broadly as necessary to implement and comply with HIPAA, the HIPAA privacy and security regulations, and ARRA and its implementing regulations. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with HIPAA, HIPAA regulations, ARRA, and implementing regulations. 8.2 Notice. All notices and other communications required or permitted pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement, or to such other address as either party may designate from time to time. All notices and other communications shall be mailed by registered or certified mail, return receipt requested, postage pre-paid, or transmitted by hand delivery or telegram. All notices shall be effective as of the date of delivery of personal notice or on the date of receipt, whichever is applicable. 8.3 Modification of Agreement. The parties recognize that this Agreement may need to be modified from time to time to ensure consistency with amendments to and changes in applicable federal and state laws and regulations, including, but not limited to, HIPAA and ARRA. The parties agree to execute any additional amendments to this Agreement reasonably necessary for each party to comply with HIPAA and ARRA, including any requirements related to a

54 Chain of Trust Agreement between the parties pursuant to the HIPAA security standards. This Agreement shall not be waived or altered, in whole or in part, except in writing signed by the parties. 8.4 Transferability. UA Covered Entity has entered into this Agreement in specific reliance on the expertise and qualifications of Business Associate. Consequently, Business Associate s interest under this Agreement may not be transferred or assigned or assumed by any other person, in whole or in part, without the prior written consent of UA Covered Entity. 8.5 Governing Law and Venue. This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Alabama, without giving effect to its conflict of laws provisions. 8.6 Binding Effect. This Agreement shall be binding upon, and shall ensure to the benefit of, the parties hereto and their respective permitted successors and assigns. 8.7 Execution. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute but one Agreement. 8.8 Gender and Number. The use of the masculine, feminine or neuter genders, and the use of the singular and plural, shall not be given an effect of any exclusion or limitation herein. The use of the word person or party shall mean and include any individual, trust, corporation, partnership or other entity. 8.9 Priority of Agreement. If any portion of this Agreement is inconsistent with the terms of the Underlying Agreement, the terms of this Amendment shall prevail. Except as set forth above, the remaining provisions of the Underlying Agreement are ratified in their entirety Survival. Sections 5.4.1, 5.4.2, 5.4.3, 8.1, and 8.5, shall survive the termination for any reason or expiration of this B.A. Agreement No Third Party Beneficiaries. Nothing in this B.A. Agreement shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. IN WITNESS WHEREOF, the parties have hereunto set their hands effective the day and year written below. UA COVERED ENTITY BUSINESS ASSOCIATE By: By: Name: Julie Shelton Name: Title: Associate Vice President for Finance Title: Date: Date: ADDRESSES FOR NOTIFICATION PER PARAGRAPH 8.2 UA COVERED ENTITY BUSINESS ASSOCIATE Name:, Security Officer Name: Street Address: Street Address City, State & Zip: Tuscaloosa, AL City, State & Zip: Telephone #: 205- Telephone #:

55 EXHIBIT 1.1 DEFINITIONS ARRA. Means the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, Pub. Law No and its implementing regulations. References in this B.A. Agreement to a section or subsection of title 42 of the United States Code are references to provisions of ARRA, and any reference to provisions of ARRA in this B.A. Agreement shall be deemed a reference to that provision and its existing and future implementing regulations, when and as each is effective. Business Associate. The term Business Associate shall mean the entity listed in the first paragraph of this Agreement that is furnishing services to UA Covered Entity. Compliance Date. This term shall mean, in each case, the date by which compliance is required under the referenced provision of ARRA. UA Covered Entity. The term UA Covered Entity shall mean the entity listed in the first paragraph of this Agreement that is receiving services from Business Associate. Electronic Protected Health Information ( ephi ). This term means PHI (as defined below) that is transmitted or maintained in electronic media. HIPAA. The term HIPAA shall mean the Health Insurance Portability and Accountability Act of 1996, as amended m time to time. Individual. The term Individual shall have the same meaning as the term individual in 45 CFR Section and shall include a person who qualifies as a personal representative in accordance with 45 CFR Section (g). Material Alteration. The term Material Alteration shall mean any addition, deletion or change to the PHI of any subject other than the addition of indexing, coding and other administrative identifiers for the purpose of facilitating the identification or processing of such information. Privacy Rule. The term Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. Protected Health Information or PHI. The term Protected Health Information or PHI shall have the same meaning as the term protected health information in 45 CFR Section , limited to the information created or received by Business Associate from or on behalf of UA Covered Entity. Required By Law. The term Required By Law shall have the same meaning as the term required by law in 45 CFR Section Secretary. The term Secretary shall mean the Secretary of the Department of Health and Human Services or his/her designee. Security Incident. The term security incident means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system, which is defined to mean an interconnected set of information resources under the same direct management control that shares common functionality. A system normally includes hardware, software, information, data, applications, communications, and people. Security Rule. The term Security Rule shall mean the Health Insurance Reform: Security Standards at 45 CFR Parts, 160, 162, and 164 Subpart C. Underlying Agreement. The term Underlying Agreement shall mean that certain agreement by which Business Associate provides certain services to UA Covered Entity and, in connection with those services, UA Covered Entity Discloses to Business Associate certain individually identifiable protected health information that is subject to protection under HIPAA

56 CHILD PROTECTION ADDENDUM TO CONTRACT Contract Date Contract Number (if applicable) Contracting Vendor Event/Program/Camp/Service That Is The Subject of Contract ( Vendor ) and The Board of Trustees of the University of Alabama, who are parties to the contract identified above ( the Contract ), agree that this Child Protection Addendum is part of the Contract and both will abide by its terms. The Board of Trustees of The University of Alabama, a public corporation and constitutional instrumentality of the State of Alabama, for and on behalf of its member campus, The University of Alabama (collectively the University ) is committed to maintaining a supportive and safe educational environment, one which seeks to enhance the well-being of all members of its community. This commitment reflects the institution s adherence to its mission, to its various policies supporting its mission, and to relevant state and federal laws. Within that commitment, the University places importance on creating a secure environment for children. CHILD PROTECTION POLICY AND LAW Vendor, its subsidiaries, affiliates, assignees, subcontractors, and the agents, representatives, volunteers, and employees of those entities (collectively the Program ) agree to strictly comply with the University s Child Protection Policy and Alabama law (ALA. CODE et seq.) relating to the prevention and reporting of child abuse and neglect. The terms of the University s Child Protection Policy are incorporated herein by reference. Vendor agrees to confirm that each of the Program s employees, representatives, agents, and volunteers involved in or associated with the event or service governed by the Contract receives a copy of the University s Child Protection Policy and has completed the University s required training on child protection prior to the start of that individual s involvement in the event or service that is the subject of the Contract. 1 Vendor acknowledges and agrees that the University retains the right, in the University s sole discretion, to immediately eject and bar from University property any individual associated with the Program at any time for just cause. Vendor also understand and agrees that the University s Child Protection Policy may be changed, withdrawn, added to or interpreted at any time at the University s sole discretion and without prior notice to Vendor. INDEMNIFICATION Vendor shall indemnify, hold and save harmless the University, its affiliates, and subsidiaries and their past, present, and future trustees, officers, agents, and employees from all losses, claims, liabilities, suits, actions, settlements, judgments, expenses, damages, costs (including attorney fees of attorneys of the University s choice and court costs) expenses, and all liability of any nature or kind arising out of or relating to the Program s failure to meet any obligations under this Addendum. 1 Any University of Alabama employee who is involved with Vendor or the Program in a volunteer or paid position that is unrelated to and/or outside the scope of his or her employment with the University can provide the completed Certification and Acknowledgment associated with the Child Protection training received as a University employee, but such training must have been completed within the last twelve (12) months. Nothing herein alters Vendor and/or Program s responsibility for that University employee during the time said employee is performing functions on behalf of the Vendor or Program

57 The University does not assume any responsibility, obligation, or liability for any damages, losses, settlement payments, legal fees, or expenses relating to any claims or allegations arising from any actions or inactions of the Program relating to any obligations under this Addendum. Vendor assumes full responsibility for any and all damages, losses, legal fees, expenses, and settlement payments relating to any and all claims or allegations arising from Program s failure to meet any obligation under this Addendum. Vendor s indemnification obligations and responsibility for any and all damages, losses, settlement payments, legal fees, or expenses as provided for under this provision exist even if coverage for these items and/or the conduct from which they arise is excluded under any of the Vendor s policies of insurance or reinsurance or if coverage under these policies has been exhausted. This provision shall survive the termination or expiration of the Contract. IMMUNITY No term or condition in this Addendum shall be deemed or construed as a waiver of the sovereign immunity of the University under Article I, section 14 of the Alabama Constitution, the Eleventh Amendment to the United States Constitution or any other applicable provision of law or equity and the University hereby expressly reserves the right to assert such immunity as a defense to any action or proceeding brought that relates to the Contract or this Addendum. COUNTERPARTS & SIGNATURE AUTHORITY This Addendum may be executed in multiple counterparts and facsimile (no one of which need contain the signatures of more than one party hereto so long as each party hereto executes at least one such counterpart), each of which shall be deemed an original and all of which, when taken together, shall constitute and be one and the same instrument. The representative of the University in executing the Agreements represents that he/she signs as a properly authorized representative of University and does not assume any personal liability for compliance with the terms and conditions of the Agreements. The Vendor representative who executes this Addendum represents and warrants that he/she is the duly appointed agent and representative of the Vendor, with full authority to execute this Addendum, without any further requirements or approvals. DISTRIBUTION An executed copy of this Addendum shall be attached to the Contract. Another copy of the executed Addendum shall be forwarded to Box , Tuscaloosa, Alabama VENDOR THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ALABAMA Signature Name: Title: Date: Signature Name: Title: Date:

58 NON-DISCLOSURE AGREEMENT This non-disclosure agreement ( Agreement ) is by and between The Board of Trustees of the University of Alabama ( BOARD ), hereinafter collectively referred to as the Disclosing Party and hereinafter referred to as the Recipient. WHEREAS, The Disclosing Party contemplates the disclosure of certain services for the University pursuant to the terms of Bid No. containing confidential information for review by the Recipient: and WHEREAS, such information of the University is not public knowledge but are secret and will be disclosed only under the terms of this Agreement; WHEREAS, both parties to this Agreement consider it desirable for the Recipient to evaluate as part of the. NOW, THEREFORE, the parties agree as follows: 1. The effective date of this Agreement ( Effective Date ) is. 2. The confidential information disclosed by Disclosing Party under this Agreement ( Confidential Information ) is described as the 3. This Agreement controls is effective as of the date written above. Either party may terminate this Agreement on written notice to the other. In the event of termination of this Agreement, or earlier if requested by the disclosing party, all documents or other materials containing Confidential Information of the disclosing party shall be promptly returned or destroyed. The obligations under this Agreement survive such termination. ( Termination Date ). 4. Recipient shall use the Confidential Information only for the purpose of for purposes directly related to the project scope of work. 5. Recipient shall protect the Confidential Information using the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protects its own similar confidential information, and to prevent any use not authorized herein and dissemination to any third party without a need to know. 6. Recipient shall have a duty to protect only that Confidential Information which is either (a) disclosed by the Disclosing Party in writing and is marked as Internal Data, Strictly Private, Proprietary, Confidential or with a comparable legend at the time of disclosure, or (b) disclosed by the Disclosing Party in any other manner, identified as confidential at the time of disclosure and is summarized and designated as confidential in a written memorandum delivered to the Recipient within thirty (30) days of disclosure. 7. The Recipient agrees to hold in confidence any and all Confidential Information disclosed to it by the Disclosing Party and further agrees not to disclose Confidential Information to third parties or use Confidential Information for three (3) years from the Termination Date of this Agreement, except for discussion and evaluation purposes provided by this Agreement or with written permission from the Disclosing Party. 8. Nothing in this Agreement shall be interpreted as placing any obligation of confidentiality and nonuse on the Recipient with respect to Confidential Information that: A. can be demonstrated to have been in the public domain as of the effective date of this Agreement or comes into the public domain during the term of this Agreement through no fault of the Recipient; B. can be demonstrated to have been known to the Recipient prior to execution of this Agreement and was not acquired, directly or indirectly, from the Disclosing Party or from a third party under a continuing obligation of confidentiality or limited use; C. can be demonstrated to have been rightfully received by the Recipient after disclosure under this Agreement from a third party who did not require the Recipient to hold it in confidence or limit its use and who did not acquire it, directly or indirectly, from the Disclosing Party under a continuing obligation of confidentiality;

59 D. can be demonstrated to have been independently developed by Recipient. E. can be demonstrated to have been disclosed by Disclosing Party to a third party without a duty of confidentiality on the third party. F. is released in writing from the confidentiality provisions of this Agreement by the Disclosing Party. 9. Each party represents that it has the right to make the disclosures under this Agreement. 10. The Confidential Information shall remain the sole property of the Disclosing Party. 11. The validity and interpretation of this Agreement, and legal relations of the parties to it, shall be governed by the laws of the State of Alabama. If one portion of this Agreement is held invalid and unenforceable, such holding shall not affect the validity of the other portions of the Agreement. 12. A Recipient shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the disclosing party or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. Government. 13. Nothing in this Agreement shall be construed as a representation that either party will not independently pursue, similar opportunities, provided that the obligations of this Agreement are not breached. 14. This Agreement is not assignable and states the entire agreement between the parties as to its subject matter and merges and supersedes all previous communications with respect to their obligations of confidentiality and no addition to or modification of this Agreement will be binding on either party, unless reduced to writing and signed by each party. 15. This Agreement is binding upon both parties and upon the directors, officers, employees and agents of each. This Agreement may be terminated on thirty (30) days written notice by either party. However, Recipient s obligations of confidentiality and restrictions on use of the Information disclosed by Disclosing Party shall survive termination of this Agreement. THE BOARD OF TRUSTEES OF UNIVERSITY OF ALABAMA Authorized Signature By: Name: Title: Date: RECIPIENT Authorized Signature By: Name: Title: Date:

60 STATE OF ALABAMA IMMIGRATION COMPLIANCE LAW Compliance Notice. By submitting a proposal to this RFP, a Respondent agrees that it will fully comply with the State of Alabama Immigration Law (Act ), as amended. A Respondent also shall enroll in the E-Verify Program prior to performing any work, or continuing to perform any on-going work, and shall remain enrolled throughout the entire course of its performance of the contract awarded pursuant to this RFP. By signing this contract, the contracting parties affirm, for the duration of the agreement, that they will not violate federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the state of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed in breach of the agreement and shall be responsible for all damages resulting therefrom. To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the University from any and all losses, consequential damages, expenses (including but not limited to, attorneys fees), claims, suits, liabilities, fines, penalties, and any other costs arising out of or in any way related to Contractor s failure to fulfill its obligations contained in this paragraph or contained in the Alabama Immigration Law (Act ), as amended. State of Alabama Immigration Law (Act ) The successful contractor will be required to provide written certification they are in compliance with Section 9 of the State of Alabama Immigration Law (Act ). One of the two required documents must be submitted prior to issuance of a University contract or purchase order. Please complete and submit the form or document that applies to your company. Complete this document only, if your company is not located in Alabama and your company does not have employees or subcontractors that work in the State of Alabama. Certification of Compliance and affidavit forms included with this solicitation (see Appendix Certification of Compliance) Complete the E-Verify document online, if your company is located in Alabama or your company has employees working in Alabama Contractor s one-page E-verify Employment Eligibility Verification form (see example included in Appendix - E- Verify). If you have previously enrolled in E-Verify, follow these instructions: Log onto Click Edit Company Profile and print this one-page document. This one-page document must be submitted prior to a contract or purchase order being issued. If you are not currently enrolled in E-Verify, follow these instructions: Log onto Click Getting Started for information about the program, requirements, and enrollment process. Click Enroll in E-Verify and begin enrollment process. When enrollment process is complete, click Edit Company Profile and print this one-page document. This one-page document must be submitted prior to a contract or purchase order being issued. For further assistance please consult the E-Verify Quick Reference Guide

61 CERTIFICATION OF COMPLIANCE WITH THE STATE OF ALABAMA IMMIGRATION LAW The undersigned officer of (Company) certifies to the Board of Trustees of the University of Alabama that the Company does not employ an individual or individuals within the State of Alabama. SIGNATURE OF COMPANY OFFICER (PRINT) COMPANY NAME PRINT NAME OF COMPANY OFFICER PRINT TITLE OF COMPANY OFFICER DATE

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63 VENDOR DISCLOSURE STATEMENT In compliance with the policies of The Board of Trustees of the University of Alabama, The University of Alabama System Office, this University, and with Alabama state law, this Disclosure Statement shall be completed for all contracts, such as proposals, bids, and contracts, including consulting/professional service contracts unless otherwise exempted ( Agreements ). The Board of Trustees of The University of Alabama reserves the right to refuse to enter into or to cancel, without penalty, any contract or agreement with any entity or individual who does not provide all of the information requested below, or who makes false or incomplete disclosures. Prior to award of this contract, the Vendor Disclosure Statement will be required to be submitted advising The University of Alabama System of any potential conflicts of interest as it relates to all contracts, such as proposals, bids, and contracts. The form will be completed and signed electronically through DocuSign, and a copy of the final document will be ed to the vendor. Please keep this document on file and attach it to any subsequent agreements over the next year. The form will be considered active for a period of no less than 1 year or the length of the contract. Vendors are expected to promptly disclose any relationship which may arise in the future, or any existing relationship which may become known by submitting an updated form. The Vendor Disclosure Statement can be found here: