The Following Questions and Answers Are Listed Below

SAP State of South Carolina Solicitation Number:P161008TR Date Issued:March 9, 2016 Procurement Officer: Amendment #: 2 Phone:Teresa H. Rogers, CPPB E-Mail Address:843-792-9815 [email protected]

DESCRIPTION: LECTURE CAPTURE RECORDING SYSTEM USING GOVERNMENTAL UNIT: Medical University of South Carolina

The Term "Offer" Means Your "Bid" or "Proposal". Unless submitted on-line, your offer must be submitted in a sealed package. Solicitation Number & Opening Date must appear on package exterior. See "Submitting Your Offer" provision.

SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov SUBMIT OFFER BY (Opening Date/Time): 04/20/2016 AT 2:00 LOCAL TIME (See "Deadline For Submission Of Offer" provision) QUESTIONS MUST BE RECEIVED BY: March 25, 2016 5:00 pm (See "Questions From Offerors" provision) NUMBER OF COPIES TO BE SUBMITTED: 1 Original, 7 Copies, 1 Redacted Copy CONFERENCE TYPE: Not Applicable LOCATION: Not Applicable DATE & TIME:

(As appropriate, see "Conferences - Pre-Bid/Proposal" & "Site Visit" provisions)

AWARD & Award will be posted on 04/29/2016. The award, this solicitation, any amendments, and any related AMENDMENTS notices will be posted at the following web address: http://www.procurement.sc.gov

Unless submitted on-line, you must submit a signed copy of this form with Your Offer. By submitting a bid or proposal, You agree to be bound by the terms of the Solicitation. You agree to hold Your Offer open for a minimum of thirty (30) calendar days after the Opening Date. (See "Signing Your Offer" and "Electronic Signature" provisions.) NAME OF OFFEROR Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror. The entity named as the offeror must be a single and distinct legal entity. Do not use the name of a branch office or a division of a larger entity if the branch or division is not a separate legal (full legal name of business submitting the offer) entity, i.e., a separate corporation, partnership, sole proprietorship, etc. AUTHORIZED SIGNATURE TAXPAYER IDENTIFICATION NO.

(Person must be authorized to submit binding offer to contract on behalf of Offeror.) (See "Taxpayer Identification Number" provision) TITLE STATE VENDOR NO.

(business title of person signing above) (Register to Obtain S.C. Vendor No. at www.procurement.sc.gov) PRINTED NAME DATE SIGNED STATE OF INCORPORATION

(printed name of person signing above) (If you are a corporation, identify the state of incorporation.)

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

___ Sole Proprietorship ___ Partnership ___ Other______

___ Corporate entity (not tax-exempt) ___ Corporation (tax-exempt) ___ Government entity (federal, state, or local) COVER PAGE (NOV. 2007)

ATTENTION: THE DEADLINE FOR SUBMISSION OF OFFERS HAS BEEN EXTENDED TO APRIL 20, 2016 AT 2:00 PM LOCAL TIME.

The following questions and answers are listed below: QUERSTION 1:

VII. TERMS AND CONDITIONS -- A. GENERAL Page 30 - Assignment: Contractor would like to add a mutual proviso to this clause as follows: “provided, however, either party may assign the contract in its entirety, without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.”

ANSWER:

VII. p. 30. (Assignment)- I would propose that we include language in our Agreement that the written consent “not be unreasonably withheld” giving MUSC some assurance that the future Assignee will meet its standards of service.

QUESTION 2:

VII. TERMS AND CONDITIONS -- B. SPECIAL Page 39 - SOFTWARE LICENSING AGREEMENTS FOR SINGLE SOLICITATION (JUNE 2010)

Consistent with subsection (b) of this clause, Contractor will include the software license and services agreement (SLSA) applicable to our products and services. Contractor respectfully requests that the provisions of the SLSA that are not in conflict with the terms and conditions of this solicitation be considered by the Procurement Officer and made part of any resulting contract. The SLSA contains several terms that are at the core of software licensing and offer the Medical University of South Carolina important protections.

ANSWER:

Purchasing will review the document and determine if any of the terms and conditions deem the vendor’s RFP non-responsive.

QUESTION 3:

BAA/HIPAA Requirement

Not Applicable. Contractor does not qualify as a Business Associate (BA) because it is not being engaged to perform a HIPAA regulated function or activity for, or on behalf of, Medical University of South Carolina (MUSC). The BA status attaches upon creation, receipt, maintenance or transmission of PHI for a regulated function, activity or service. By licensing its video capture software as a tool for use by the MUSC, Contractor is not conducting a function or activity regulated by the Administrative Simplification Rules, such as payment or health care operations, or providing one of the services listed in the definition of “business associate” at 45 CFR 160.103.

In the unlikely event that PHI is incidentally disclosed to or accessed by Contractor, it will be held confidentially and will not be used or further disclosed unless required by law or under specific written permission of MUSC for the purposes for which it was disclosed.

ANSWER: This is a requirement of the RFP and it is anticipated that content created will contain PHI and the use of this software, its access, update and service by Panopto will necessitate a BAA.

QUESTION 4:

VENDOR SLSA:

Vendor would like to submit its software licensing agreement along with the RFP. Please let us know if we can.

ANSWER:

The Software Licensing Agreement must not be in conflict with any of the terms and conditions contained in the RFP. The Software Licensing Agreement will be submitted to MUSC Legal for review.

QUESTION 5:

Must protect recordings (e.g. with DRM): Could you please provide more examples/use cases of content/recording protection?

ANSWER:

MUSC needs to know what controls are provided for protecting recordings, presumably from unauthorized access and use. Controls could be preventative or detective in nature, i.e. designed to prevent unauthorized access or use, or to detect it if it occurs. DRM is given as an example of a potential control.

Offerors must describe the controls that are provided to prevent and/or detect unauthorized access or use of content/recordings."

QUESTION 6:

Tegrity Conversion: Vendor is the only company which can convert raw Tegrity files to standard format. Tegrity file conversion is a process that requires vendor developed conversion tool. The bulk conversion process takes several weeks. The process is not designed to be demo. Instead vendor would like to propose MUSC to submit a sample file which vendor can convert to show the end product.

ANSWER:

MUSC will provide a sample file.

QUESTION 7: Live Demo Date:

Since there have been two Amendments with extended closing dates, the original dates for the demonstrations are no longer valid.

ANSWER:

We will set new demonstration dates after closing.