ADDENDUM 1 UPLOADED 5.6.26.pdf

Addendum 1

RFP 147-2026

Substitute Management & Staffing Services Asheboro City Schools

In Addendum 1, Asheboro City Schools have updated the following to RFP 147-2026:

-Added Appendix B: Questions and Answers -Updated the “Cost” chart in section 5.B. Required Contents of Proposals

See the updated RFP and added Appendix B on the following pages.

Asheboro City Schools

Request for Proposals Purchasing Department

1126 S. Park Street

Asheboro, NC 27203

(336)625-5104

Direct All Inquiries To: Jasmine Vang jvang@asheboro.k12.nc.us

Request For Proposals:

147-2026 Substitute Staffing & Management Services

Questions Due Date:

2:00 PM May 4, 2026

Proposal Due Date:

2:00 PM May 15, 2026

NOTICE TO BIDDERS

Proposals, subject to the conditions made a part hereof will be received until 2:00 PM EST on the day of opening for furnishing and delivering the commodity/services as described herein.

EXECUTION

In compliance with this Request for Proposals (RFP), and subject to all the conditions herein, the undersigned Vendor offers and agrees to furnish and deliver any or all services upon which prices are proposed, at the prices set opposite each service within the time specified herein. By executing this proposal, the undersigned Vendor certifies that this proposal is submitted competitively and without collusion (G.S. 143-54).

1.0 PURPOSE AND BACKGROUND

Asheboro City Schools (ACS) is seeking proposals from qualified Contractors that provide the service of managing, employing, and providing substitute services for applicable employees. ACS desires that the Contractor employ and provide temporary and qualified substitute employees as well permanent Instructional Assistants to ACS on an as needed basis and provide all necessary services and resources ancillary to the employment and provision of such substitute services such as management, training, discipline, benefits, workers compensation insurance, taxes, tax holdings, licensing, background checks, support equipment, and supplies. ACS will pay the Contractor a fixed fee per substitute assignment. It is ACS’ desire that all employees currently used as substitutes and contracted Instructional Assistants by ACS be offered employment by the successful Contractor. The District seeks to ensure that competent temporary substitute teachers and teacher assistants are available to staff the schools when permanent employees are not available to perform their duties and responsibilities.

2.0 GENERAL INFORMATION

This RFP is comprised of the base bid document, any attachments, and any addenda released before contract award. All attachments and addenda released for this RFP in advance of any Contract award are incorporated herein by reference. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto.

3.0 SPECIFIC INFORMATION

Proposal Questions

Upon review of the RFP documents, vendors may have questions to clarify or interpret the RFP in order to submit the best proposal possible. To accommodate the proposal questions process, vendors shall submit any such questions by 2:00 PM, May 4, 2026 to Jasmine Vang at jvang@asheboro.k12.nc.us.

Proposal Submittal Sealed proposals, subject to the conditions made a part hereof and the receipt requirements described below, shall be received at the address indicated below, as described herein. Two (2) copies of the proposal should be addressed in an envelope with the RFP number as shown below. It is the responsibility of the bidder to have the proposal in the Asheboro City Schools Purchasing office by the specified time and date of opening. Proposals shall be marked on the outside of the sealed envelope with the Vendor’s name and RFP number.

Mailing Instructions (Delivered by US Postal Service or Any Other Means):

RFP 147 2026 Substitute Staffing & Management Services Jasmine Vang/Purchasing Department Asheboro City Schools 1126 S. Park Street Asheboro, NC 27203

4.0 AWARD AND PROPOSAL EVALUATION

Review and Award Asheboro City Schools reserves the right to reject any or all proposals presented and to waive any informalities and irregularities. All projects are awarded contingent upon funding. Offer valid for 60 days from date of opening, unless otherwise stated. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the agency issuing this RFP.

Evaluation Criteria All qualified proposals will be evaluated, and award will be made based on consideration of criteria specified herein.

5.0 REQUEST FOR PROPOSAL DOCUMENT

A. Scope of Work Asheboro City Schools (ACS) is seeking proposals from qualified Contractors that provide the service of managing, employing, and providing substitute services for applicable employees as well as permanent placement of Instructional Assistants. The vendor must be able to meet mailto:jvang@asheboro.k12.nc.us and satisfy the requirements and specifications outlined in this document’s scope of work below.

B. Required Contents of Proposals

• Cost: Contractor Cost Information:

Position

Proposed Pay

Rate Daily

Proposed Pay

Rate Hourly

Pay

Frequency Mark Up

Certified Sub

Non-certified Sub

Instructional Assistant

(Permanent Placement)

• Detail Experience with School System: Contractors submitting proposals shall describe in detail their experience providing substitute teachers, substitute teacher assistants and other employee services to public school systems. At least five years of experience is preferred.

• List of School Experience: Contractors submitting proposals shall provide a list of all school systems to whom they provide or have provided substitute teacher and instructional assistant services during the last five years and shall provide at least three references from clients to whom they currently provide such services. The District requires Contractors submitting proposals to have experience providing substitute teacher and teacher assistant services to school systems of similar size as the District in terms of student enrollment and number of teaching staff members.

• Details of Successful Fill Rates: Contractors submitting proposals shall provide information detailing successful substitute placement and fill rates to include the processes, strategies, systems and best practices to provide needed substitutes, and the maximum number of substitutes the Contractor can provide per day. Contractors submitting proposals must confirm whether they are willing to hire substitutes currently employed by the District.

• Employee Process: Contractors submitting proposals must:

o Describe the Company’s hiring and credentialing process;

o Give a detailed explanation of their training program for all newly hired and transitioning substitute teachers and substitute teacher assistants;

o Describe how they currently evaluate their staff and include details on the frequency of feedback and observations, the rubrics used in evaluations as well as who is conducting evaluations and managing the feedback cycle for substitutes; and o Describe the disciplinary process for its employees.

• Transition and Training Process: Contractors submitting proposals must describe the process by which they will transition from the District's current system for assigning substitutes to its system. Please include a description of:

o Software Transition and TimeLine o Training District Teachers, Teacher assistants and other substitute employees o Training Building Personnel o Training Administrators

• Substitute Program: Contractors submitting proposals must describe any web-based personnel management software it wishes to use to manage its substitutes and provide an online placement technology system. Contractors submitting proposals must describe in detail the system they utilize to include the business rules, user experience and any specifications required of the District in order to fully implement the system.

Any additional costs associated with implementation should be outlined as well.

• Services Personnel: Contractors submitting proposals must identify the individuals who will perform required services for the District as well as verification of their licensing and credentials.

• Qualifications: Contractors submitting proposals must describe their qualifications and ability to provide services in a timely fashion, including a description of their staffing program and familiarity with the services required by the District. Any experience or knowledge of matters directly affecting the District should be addressed, including, but not limited to knowledge of applicable education laws.

• Contract Draft: Contractors submitting proposals must provide a sample draft of their proposed contract with the District. Sample contracts must include all terms and conditions of this RFP. Conflicting provisions will not be accepted. The District reserves the right to modify and amend the language and terms set forth in the sample contract provided by the selected Contractor prior to its execution. The final draft of the contract between the District and the selected Contractor and the terms set forth therein must be approved by the Superintendent and then by the Asheboro City Board of Education at a duly called open meeting.

• All proposals shall include:

o The name of the Contractor submitting the proposal;

o The name of the Contractor’s representative; and o The Contractors business address and telephone number.

C. Preparation of Response

All submittals must be signed by an authorized official. Submittals that contain omissions, erasures, alterations, or additions not called for, conditional responses, or that contain irregularities of any kind may be rejected.

D. Clarifications & RFI’s Asheboro City Schools reserves the right to make clarifications, corrections, or changes in this RFP at any time prior to the time proposals are opened. Questions submitted will be answered in an addendum.

E. ACS General Provisions

• Issuance of this RFP does not commit ACS to select a product, vendor, or make an award.

• Responding vendor is responsible for all expenses incurred by vendor in the preparation of a response to this RFP. This includes attendance at interview, presentations, or other meetings and demonstrations, where applicable.

• All proposals must adhere to the instructions and format requirements outlined in this RFP and all written supplements and amendments issued by ACS.

• ACS will consider materials provided in the proposal, information obtained through interviews/presentations, and internal ACS information of previous contract history with vendor (if any) in consideration of proposal scoring. ACS also reserves the right to consider other reliable references and publicly available information in evaluating a vendor’s experience and capabilities.

• The proposal must be signed by a person authorized to legally bind the vendor.

• The proposal must contain a statement that the proposal pricing/services contained therein will remain valid for a period of 1-year from the date and time of the proposal submission.

• The RFP and vendor’s proposal, including all appendices and attachments, may be incorporated in the final contract, if awarded.

• ACS will follow State of North Carolina General Statutes, Chapter 132 in regards to public records requests. If a vendor cannot meet the specifications as described in this RFP, vendor may propose a functionally equivalent alternate solution. Vendor must provide an explanation of the equivalency. ACS reserves the right to refuse an alternative proposal.

• All applicable laws, whether or not herein contained, will be included by this reference.

It will be vendor’s responsibility to determine the applicability and requirements of any such laws and to abide by them.

• For purposes of contract, arbitration, and other legal matters, the Asheboro City Board of Education will be the binding legal entity and authority. No state laws or statutes other than those of North Carolina are considered binding.

F. Number of Awards and Contract

1. ACS anticipates making a single award as a result of this RFP process. This award will take the form of a contract or purchase agreement between the qualified vendor and ACS.

2. ACS is seeking a proposal to provide services, as defined in this RFP, for the contract period referenced above.

3. Following the initial term of the contract, ACS may opt to renew the contract for up to four (4) subsequent one (1) year periods if mutually agreeable to both parties, subject to satisfactory performance. There is no guarantee that an extension will be exercised, and vendors should have no expectation of this occurring.

G. RFP Response Submission

Responses must be either:

• Addressed and delivered to:

Jasmine Vang, Purchasing Agent Asheboro City Schools 1126 S. Park Street Asheboro, NC 2203

• Emailed to:

Jasmine Vang, Purchasing Agent jvang@asheboro.k12.nc.us

Responses must be received no later than the date and time listed in the Schedule of Events. Fax responses are not accepted. Responses arriving any time after the date and time listed in the Schedule of Events will not be accepted.

mailto:jvang@asheboro.k12.nc.us

H. Completeness and Intention

1. Each responding vendor is advised to read this RFP carefully. Any and all exceptions to an item in this RFP must be duly noted and explained in the response. Failure to take exception to any item will be considered as both the intention and the ability of vendor to fully comply with that item.

2. Responding vendors should make a careful examination of the scope of work and its proper implementation, so as to include in their response proper and sufficient information to ensure ACS of vendor’s capability to meet the service requirements.

I. Partnerships and Subcontracts

1. ACS intends to identify one vendor to deliver the goods/orchestrate the services sought through this RFP process and contract term.

2. Public agencies, private for-profit companies, and non-profit companies and institutions are invited to submit proposals in response to this RFP. Partnerships and consortia of entities may work together to respond to this RFP. However, each proposal must clearly identify a prime vendor. The prime vendor will be responsible for providing all deliverables as defined by any resulting contract or purchase agreement according to the terms and conditions as set forth in any resulting contract or purchase agreement.

3. Vendors submitting proposals as a prime vendor as one of a team of vendors may wish to provide all of the proposed services directly, or provide certain elements directly, and provide the remainder through subcontracts under the following conditions:

A. Any and all subcontractors must be identified in the response to this RFP;

B. Vendor must notify ACS of any change of the subcontractor’s status with vendor;

C. Sub-contractors may not sub-contract their assigned responsibilities and duties without the permission of ACS;

D. The prime vendor is solely responsible for all products and services provided to satisfy the requirements of this RFP.

J. Proposal Evaluation

1. Evaluation of vendor proposals will be based upon meeting the requirements of this RFP as determined by:

A. Vendor’s RFP response as to its completeness and conformity to all requirements B. Vendor’s experience with the services requested C. Vendor’s employee benefits offered to permanent and/or substitute employees C. Vendor’s client references D. Vendor’s client history and business stability E. Overall costs F. Start Up Transition Plan: Is the contractor's start up plan customized to the start of this program? Is the plan a detailed plan from pre- planning (30 days prior to the start of the contract) through the start of the contract through the first two months of the engagement? Did it detail the additional management/resources they will be providing as well as the startup task, any requirements for the District, implementation date, estimated completion date, and who is responsible?

G. Any other factors which ACS deems to be in its best interests

2. Final selection will be made on a “best value” basis, according to the solution deemed to be the most advantageous to Asheboro City Schools.

K. Schedule of Events

RFP Posted April 27, 2026

Deadline for Written Questions May 4, 2026 by 2:00 pm

Posting of Answers as Addendum May 6, 2026

RFP Due Date May 15, 2026 by 2:00pm

Proposer Interviews May 22, 2026

Board Approval June 11, 2026

Notice of Award June 12, 2026

Work Starts July 1, 2026

L. Notice of Acceptance

1. ACS or designee will notify the selected vendor of the acceptance after any/all presentations and interviews (deemed necessary).

2. Vendor may be requested to present their proposal to an ACS Review-Committee meeting.

Travel expenses are the responsibility of the vendor(s).

3. Upon acceptance and approval by the ACS Board of Education, ACS will notify the selected vendor and finalize the contract award

6.0 REFERENCES

1. Vendor will include a brief synopsis of at least three (3) experiences of similar scope and complexity to the work under this RFP. For each reference, please provide for each project reference:

A. The reference school district name B. The location where services have been or are being rendered C. The dates that services occurred or are occurring D. The contact name and title E. The contact phone number F. The contact email address G. A description of the project and/or services provided

7.0 TERMS AND CONDITIONS

Part 1 General

It shall be the vendor’s responsibility to read the instructions, terms and conditions, all relevant exhibits and attachments, and any other components made a part of this RFP and comply with all requirements and specifications herein. Vendors also are responsible for obtaining and complying with all Addenda and other changes that may be issued relating to this RFP.

Part 2 Performance and Default

1. If, through any cause, vendor fails to fulfill in a timely and proper manner the obligations under this agreement, ACS will thereupon have the right to terminate this contract by giving written notice to vendor and specifying the effective date thereof. In that event, all finished or unfinished deliverable items under this contract prepared by vendor will, at the option of ACS, become its property, and vendor will be entitled to receive just and equitable compensation for any satisfactory work completed on such materials. Notwithstanding, vendor will not be relieved of liability to ACS for damages sustained by ACS by virtue of any breach of this agreement, and ACS may withhold any payment due to vendor for the purpose of setoff until such time as the exact amount of damages due ACS from such breach can be determined.

2. In case of default by vendor, ACS may procure the services from other sources and hold vendor responsible for any excess cost occasioned thereby. ACS reserves the right to require a performance bond or other acceptable alternative performance guarantees from vendor without expense to ACS.

3. In case of default by vendor under this contract, ACS may immediately cease doing business with vendor, immediately terminate for cause all existing contracts ACS has with vendor, and de-bar vendor from doing future business with ACS.

4. Upon vendor filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against vendor, ACS may immediately terminate, for cause, this contract and all other existing contracts vendor has with ACS, and de-bar vendor from doing future business with ACS.

5. Neither party will be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of war, hostile foreign action, nuclear explosion, riot, strikes, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God.

APPENDIX A: GENERAL CONTRACTUAL TERMS AND CONDITIONS

1. BEST VALUE. Any contract resulting from this Request for Proposals shall be awarded to the Responder that submits the best overall proposal as determined by the Requestor in accordance with N.C.G.S. 143-129.8. The Requestor may negotiate with any Responder(s) in order to obtain a final contract that best meets the needs of the Requestor.

2. VOLUNTARY. All submissions by Responder are voluntary and become the property of the Requestor who is under no obligation to return or pay for the creation, development, or delivery of any of the material submitted by the Responder as a result of this RFP.

3. RIGHTS RESERVED. The Requester reserves the right to waive any formality; amend the solicitation;

cancel or terminate this RFP; to reject any or all of the proposals submitted, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered;

noncompliance with the requirements or intent of this solicitation; waive any undesirable, inconsequential, or inconsistent provisions of this document which would not have significant impact on any proposal; if the response to this solicitation demonstrates a lack of competition, negotiate directly with one or more Responders; not award, or if awarded, terminate any contract if the Requestor determines adequate funds are not available; or any other determination that rejection would be in the best interest of the Requestor.

4. NON-EXCLUSIVE CONTRACT. This contract is non-exclusive and shall not in any way preclude the Requestor from entering into any similar contracts and/or arrangements with other Responders or from acquiring similar equal or like goods and/or service from other entities or sources. (Does not apply to service related contracts).

5. ASSIGNMENT. The Responder shall not assign, transfer, sublet, convey or otherwise dispose of any contract which results from this RFP or its right, title or interest therein or its power to execute the same to any other person, firm, partnership, company or corporation without the previous written consent of the Requestor.

The Requestor reserves the right to declare the Responder in default and terminate the contract for cause.

Responder shall provide reasonable notice of not less than thirty (30) days prior to any consolidation, acquisition, or merger. Any assignee shall affirm this Contract attorning to the terms and conditions agreed, and that Responder shall affirm that the assignee is fully capable of performing all obligations of Responder under this Contract. An assignment may be made, if at all, in writing by the Responder and Assignee setting forth the foregoing obligation of Responder and Assignee.

6. INSURANCE COVERAGE. Providing and maintaining adequate insurance coverage described herein is a material obligation of the Responder and is of the essence of this Contract. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. The Responder shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or this Contract. The limits of coverage under each insurance policy maintained by the Responder shall not be interpreted as limiting the Responder’s liability and obligations under the Contract. The Responder(s) shall obtain and maintain in force at all times during the term of the contract derived from this RFP, insurance coverage pertaining to Comprehensive General Liability, Comprehensive Automobile Liability, and Workers Compensation in the following amounts and types:

a. Comprehensive General Liability – Responder(s) to supply the Requestor with original certificates of General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $2,000,000.00 Combined Single Limit (Defense cost shall be in excess of the limit of liability); and

b. Comprehensive Automobile Liability – Responder(s) to supply the Requestor original certificates of insurance, to include liability coverage, covering all owned, hired and no owned vehicles, used in connection with the Contract. The minimum combined single limit shall be $500,000.00 bodily injury and property damage; $500,000.00 uninsured/under insured motorist; and $5,000.00 medical payment; and

c. Workers' Compensation/Employers Liability Insurance - The Responder(s) shall furnish the Requestor with original certificates showing that all its employees who are engaged in any work under this Contract are protected under Worker's Compensation insurance policies with a limit no less than the minimum required by North Carolina state statutes. If any work is sublet, the Responder shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the Contract.

7. GENERAL INDEMNITY. The Responder shall hold and save the Requestor, its officers, agents and employees, harmless from liability of any kind, including all claims and losses, with the exception of consequential damages, accruing or resulting to any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this Contract.

The foregoing indemnification and defense by the Responder shall be conditioned upon the following:

a. The Requestor shall give Responder written notice within thirty (30) days after it has actual knowledge of any such claim(s) or action(s) filed; and

b. The Responder shall have the sole control of the defense of any such claim(s) or action(s) filed and of all negotiations relating to settlement or compromise thereof, provided, however, that the Requestor shall have the option to participate at their own expense in the defense of such claim(s) or action(s) filed.

8. INVOICE. Orders shall be shipped at the established Contract prices in effect on dates orders are placed. Invoicing at variance with this provision may subject the Contract to cancellation. Applicable North Carolina sales tax shall be invoiced as a separate item. Invoices shall be submitted by the Responder upon presentation of properly executed invoice after goods have been received, inspected and accepted. Invoices shall be paid within 60 days or receipt of properly executed invoice, or receipt of goods, whichever is later.

PAYMENTS SHALL BE PAID TO RESPONDER(S) AT ADDRESS AS SHOWN ON THE PURCHASE

ORDER. ADVANCED PAYMENTS WILL NOT BE ALLOWED.

9. FAMILY EDUCATIONAL RIGHTS & PRIVACY ACT. Student educational records are subject to 20 U.S.C.

1232g, Family Rights and Privacy Act (FERPA) and may not be disclosed except in very limited circumstances. The contractor shall ensure that every employee responsible for carrying out the terms of this contract is aware of the confidentiality requirements of federal law. In addition, every such employee must sign a confidentiality acknowledgement that indicates that he or she understands the legal requirements for confidentiality. The contractor is responsible for the actions of its employee and must take all precautions necessary to ensure that no violations occur. Finally, access to personally identifiable student education information shall be limited to those employees who must have access to it in order to perform their responsibilities pursuant to this contract.

10. DEBARMENT. If any of the services rendered under this contract are to be paid with federal funds, the contractor hereby certifies that the organization and its principals are not suspended or debarred from doing business with the federal government.

11. WARRANTIES: Responder shall assign all applicable third-party warranties for Deliverables to the Requestor.

12. PERSONNEL: Responder shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Requestor’s Contract Administrator. Any desired substitution shall be noticed to the Requestor’s Contract Administrator accompanied by the names and references of Responder’s recommended substitute personnel. The Requestor will approve or disapprove the requested substitution in a timely manner. The Requestor may, in its sole discretion, terminate the services of any person providing services under this Contract. Upon such termination, the Requestor may request acceptable substitute personnel or terminate the contract services provided by such personnel.

13. SUBCONTRACTING: The Responder may subcontract the performance of required services with other Responders or third parties, or change subcontractors, only with the prior written consent of the contracting authority. Responder shall provide the Requestor with complete copies of any agreements made by and between Responder and all subcontractors. The selected Responder remains solely responsible for the performance of its subcontractors. Subcontractors, if any, shall adhere to the same standards required of the selected Responder. Any contracts made by the Responder with a subcontractor shall include an affirmative statement that the Requestor is an intended third-party beneficiary of the contract; that the subcontractor has no agreement with the Requestor; and that the Requestor shall be indemnified by the Responder for any claim presented by the subcontractor. Notwithstanding any other term herein, Responder shall timely exercise its contractual remedies against any non-performing subcontractor and, when appropriate, substitute another subcontractor.

14. RESPONDER’S REPRESENTATION: Responder warrants that qualified personnel will provide services in a professional manner. “Professional manner” means that the personnel performing the services will possess the skill and competence consistent with the prevailing business standards in the information technology industry. Responder agrees that it will not enter any agreement with a third party that might abridge any rights of the Requestor under this Contract. Responder will serve as the prime Responder under this Contract. Should the Requestor approve any subcontractor(s), the Responder shall be legally responsible for the performance and payment of the subcontractor(s). Names of any third-party Responders or subcontractors of Responder may appear for purposes of convenience in Contract documents; and shall not limit Responder’s obligations hereunder. Third party subcontractors, if approved, may serve as subcontractors to Responder. Responder will retain executive representation for functional and technical expertise as needed in order to incorporate any work by third party subcontractor(s).

15. REGISTERED SEX OFFENDERS – LUNSFORD ACT: Responder acknowledges that N.C.G.S. 14-208.18 prohibits anyone required to register as a sex offender from knowingly being present upon the premises of any school, and Responder shall insure that neither Responder, its subcontractors, nor its suppliers shall allow any person registered as a sex offender to come on or about the premises of any subject school in any manner or for any reason related to the Work or the Contract.

16. TRAVEL EXPENSES: If expressly authorized in the contract Responder may be reimbursed for travel expenses arising under the performance of this Contract at the rates set forth in GS §138-6; as amended from time to time. Responder agrees to use the lowest available airfare not requiring a weekend stay and to use the lowest available rate for rental vehicles. All Responder incurred travel expenses shall be billed on a monthly basis, shall be supported by receipt and shall be paid by the Requestor within thirty (30) days after invoice approval. Travel expenses exceeding the foregoing rates shall not be paid by the Requestor. The Requestor will reimburse travel allowances only for days on which the Responder is required to be in North Carolina performing services under this Contract.

17. GOVERNMENTAL RESTRICTIONS: In the event any restrictions are imposed by governmental requirements that necessitate alteration of the material, quality, workmanship, or performance of the Deliverables offered prior to delivery thereof, the Responder shall provide written notification of the necessary alteration(s) to the Requestor Contract Administrator. The Requestor reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract. The Requestor may advise Responder of any restrictions or changes in specifications required by North Carolina legislation, rule or regulatory authority that require compliance by the Requestor. In such event, Responder shall use its best efforts to comply with the required restrictions or changes. If compliance cannot be achieved by the date specified by the Requestor, the Requestor may terminate this Contract and compensate Responder for sums due under the Contract.

18. PROHIBITION AGAINST CONTINGENT FEES AND GRATUITIES: Responder warrants that it has not paid, and agrees not to pay, any bonus, commission, fee, or gratuity to any employee or official of the Requestor for the purpose of obtaining any contract or award issued by the Requestor. Responder further warrants that no commission or other payment has been or will be received from or paid to any third-party contingent on the award of any contract by the Requestor, except as shall have been expressly communicated to the Requestor’s Purchasing Agent in writing prior to acceptance of the Contract or award in question. Each individual signing below warrants that he or she is duly authorized by their respective Party to sign this Contract and bind the Party to the terms and conditions of this Contract. Responder and their authorized signatory further warrant that no officer or employee of the Requestor has any direct or indirect financial or personal beneficial interest, in the subject matter of this Contract; obligation or contract for future award of compensation as an inducement or consideration for making this Contract. Subsequent discovery by the Requestor of non-compliance with these provisions shall constitute sufficient cause for immediate termination of all outstanding contracts. Violations of this provision may result in debarment of the Responder(s) as permitted by 9 NCAC 06B.1009(f), 06B.1030, or other provision of law.

19. AVAILABILITY OF FUNDS: Any and all payments to Responder are expressly contingent upon and subject to the appropriation, allocation and availability of funds to the Requestor for the purposes set forth in this Contract. If this Contract or any Purchase Order issued hereunder is funded in whole or in part by federal funds, the Requestor’s performance and payment shall be subject to and contingent upon the continuing availability of said federal funds for the purposes of the Contract or Purchase Order. If the term of this Contract extends into fiscal years, subsequent to that in which it is approved, such continuation of the Contract is expressly contingent upon the appropriation, allocation and availability of funds from which payment can be made for the purposes set forth in the Contract. If funds to effect payment are not available, the Requestor will provide written notification to Responder. If the Contract is terminated under this paragraph, Responder agrees to take back any affected Deliverables and software not yet delivered under this Contract, terminate any services supplied to the Requestor under this Contract, and relieve the Requestor of any further obligation thereof. The Requestor shall remit payment for Deliverables and services accepted prior to the date of the aforesaid notice in conformance with the payment terms.

20. PAYMENT TERMS: Payment terms are Net 30 days after receipt of correct invoice or acceptance of the Deliverables, whichever is later; unless a period of more than 30 days is required by the Requestor. The Requestor is responsible for all payments under the Contract.

21. ACCEPTANCE CRITERIA: In the event acceptance of Deliverables is not described in additional Contract documents, the Requestor shall have the obligation to notify Responder, in writing ten calendar days following installation of any Deliverable described in the Contract if it is not acceptable.

The notice shall specify in reasonable detail the reason(s) a deliverable is unacceptable. Acceptance by the Requestor shall not be unreasonably withheld; but may be conditioned or delayed as required for installation and/or testing of Deliverables. Final acceptance is expressly conditioned upon completion of all applicable inspection and testing procedures. Should the Deliverables fail to meet any specifications or acceptance criteria the Requestor may exercise any and all rights hereunder, including such rights provided by the Uniform Commercial Code as adopted in North Carolina.

Deliverables discovered to be defective or failing to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the Deliverables or non-compliance with the specifications was not reasonably ascertainable upon initial inspection. If the Responder fails to promptly cure the defect or replace the Deliverables, the Requestor reserves the right to cancel the Purchase Order, contract with a different Responder, and to invoice the original Responder for any differential in price over the original Contract price. When Deliverables are rejected, the Responder must remove the rejected Deliverables from the premises of the Requestor within seven (7) calendar days of notification, unless otherwise agreed by the Requestor. Rejected items may be regarded as abandoned if not removed by Responder as provided herein.

22. EQUAL EMPLOYMENT OPPORTUNITY: Responder shall comply with all Federal and State requirements concerning fair employment and employment of the disabled, and concerning the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin or physical disability.

23. INSPECTION AT RESPONDER’S SITE: The Requestor reserves the right to inspect, during Responder’s regular business hours at a reasonable time, upon notice of not less than two (2) weeks, and at its own expense, the prospective Deliverables comprising equipment or other tangible goods, or the plant or other physical facilities of a prospective Responder prior to Contract award, and during the Contract term as necessary or proper to ensure conformance with the specifications/requirements and their adequacy and suitability for the proper and effective performance of the Contract.

24. ADVERTISING / PRESS RELEASE: The Responder absolutely shall not publicly disseminate any information concerning the Contract without prior written approval from the Requestor.

25. CONFIDENTIALITY: All responses to this RFP become a matter of public record at the time of award. In accordance with 9 NCAC 06B.0207 and 06B.1001 and to promote maximum competition in the competitive bidding process, the Requestor may maintain the confidentiality of certain types of information described in N.C. Gen. Stat. §132-1 et. seq. Such information may include trade secrets defined by N.C. Gen. Stat. §66-152 and other information exempted from the Public Records Act pursuant to N.C. Gen. Stat. §132-1.2. Responder may designate appropriate portions of its response as confidential, consistent with and to the extent permitted under the Statutes and Rules set forth above, by marking the top and bottom of pages containing confidential information with a legend in boldface type “CONFIDENTIAL”. By so marking any page, the Responder warrants that it has formed a good faith opinion that, having received such necessary or proper review by counsel and other knowledgeable advisors, the portions marked confidential meet the requirements of the Rules and Statutes set forth above. However, under no circumstances shall price information be designated as confidential. The Requestor may serve as custodian of Responder’s confidential information and not as an arbiter of claims against Responder’s assertion of confidentiality. If an action is brought pursuant to N.C. Gen. Stat. §132-9 to compel the Requestor to disclose information marked confidential, the Responder agrees that it will intervene in the action through its counsel and participate in defending the Requestor, including any public official(s) or public employee(s). The Responder agrees that it shall hold the Requestor and any official(s) and individual(s) harmless from any and all damages, costs, and attorneys’ fees awarded against the Requestor in the action. The Requestor agrees to promptly notify the Responder in writing of any action seeking to compel the disclosure of Responder’s confidential information. The Requestor shall have the right, at its option and expense, to participate in the defense of the action through its counsel. The Requestor shall have no liability to Responder with respect to the disclosure of Responder’s confidential information ordered by a court of competent jurisdiction pursuant to N.C. Gen. Stat. §132-9 or other applicable law. If an entire response is marked confidential or trade secret, it will be disqualified from consideration.

26. CARE OF INFORMATION: Responder agrees to use commercial best efforts to safeguard and protect any data, documents, files, and other materials received from the Requestor during performance of any contractual obligation from loss, destruction or erasure. Responder warrants that all its employees and any approved third-party Responders or subcontractors are subject to a non-disclosure and confidentiality agreement enforceable in North Carolina. Responder will, upon request of the Requestor, verify and produce true copies of any such agreements. Production of such agreements by Responder may be made subject to applicable confidentiality, non-disclosure or privacy laws; provided that Responder produces satisfactory evidence supporting exclusion of such agreements from disclosure under the N.C. Public Records laws in NCGS §132-1 et. seq. The Requestor may, in its sole discretion, provide a non-disclosure and confidentiality agreement satisfactory to the Requestor for Responder’s execution. The Requestor may exercise its rights under this subparagraph as necessary or proper, in its discretion, to comply with applicable security regulations or statutes including, but not limited to 26 USC 6103 and IRS Publication 1075, (Tax Information Security Guidelines for Federal, State, and Local Agencies), HIPAA, 42 USC 1320(d) (Health Insurance Portability and Accountability Act), any implementing regulations in the Code of Federal Regulations, and any future regulations imposed upon the Requestor pursuant to future statutory or regulatory requirements.

27. NONDISCLOSURE: Responder agrees and specifically warrants that it, its officers, directors, principals and employees, and any subcontractors, shall hold all information received during performance of this Contract in the strictest confidence and shall not disclose the same to any third party without the express written approval of the Requestor.

28. DELIVERABLES: Deliverables, as used herein, shall comprise all project materials, including goods, software licenses, data, and documentation created during the performance or provision of services hereunder. Deliverables are the property of the Requestor. Proprietary Responder materials licensed to the Requestor shall be identified to the Requestor by Responder prior to use or provision of services hereunder and shall remain the property of the Responder. Embedded software or firmware shall not be a severable Deliverable. Deliverables include "Work Product" and means any expression of Licensor’s findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, enhancements, and other technical information; but not source and object code or software. All Software source and object code is the property of Licensor and is licensed non exclusively to the Requestor, at no additional license fee, pursuant to the terms of the software license contained herein, and in the Supplemental Terms and Conditions for Software and Services or the License Agreement if incorporated in the Solicitation Documents.

29. LATE DELIVERY, BACK ORDER: Responder shall advise the Requestor’s contact person or office immediately upon determining that any Deliverable will not, or may not, be delivered at the time or place specified. Together with such notice, Responder shall state the projected delivery time and date. In the event the delay projected by Responder is unsatisfactory, the Requestor shall so advise Responder and may proceed to procure substitute Deliverables or services.

30. PATENT, COPYRIGHT, AND TRADE SECRET PROTECTION:

a. Responder has created, acquired or otherwise has rights in, and may, in connection with the performance of services for the Requestor, employ, provide, create, acquire or otherwise obtain rights in various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and general-purpose consulting and software tools, utilities and routines (collectively, the “Responder Technology”). To the extent that any Responder Technology is contained in any of the Deliverables including any derivative works, the Responder hereby grants the Requestor a royalty-free, fully paid, worldwide, perpetual, non-exclusive license to use such Responder Technology in connection with the Deliverables for the Requestor’s purposes.

b. Responder shall not acquire any right, title and interest in and to the copyrights for goods, any and all software, technical information, specifications, drawings, records, documentation, data or derivative works thereof, or other work products provided by the Requestor to Responder.

The Requestor hereby grants Responder a royalty-free, fully paid, worldwide, perpetual, non-exclusive license for Responder’s internal use to non-confidential Deliverables first originated and prepared by the Responder for delivery to the Requestor.

c. The Responder, at its own expense, shall defend any action brought against the Requestor to the extent that such action is based upon a claim that the services or Deliverables supplied by the Responder, or the operation of such Deliverables pursuant to a current version of Responder supplied software, infringes a patent, or copyright or violates a trade secret in the United States.

The Responder shall pay those costs and damages finally awarded against the Requestor in any such action. Such defense and payment shall be conditioned on the following:

i. That the Responder shall be notified within a reasonable time in writing by the Requestor of any such claim; and,

ii. That the Responder shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the Requestor shall have the option to participate in such action at its own expense.

d. Should any services or software supplied by Responder, or the operation thereof become, or in the Responder’s opinion are likely to become, the subject of a claim of infringement of a patent, copyright, or a trade secret in the United States, the Requestor shall permit the Responder, at its option and expense, either to procure for the Requestor the right to continue using the goods/hardware or software, or to replace or modify the same to become non infringing and continue to meet procurement specifications in all material respects. If neither of these options can reasonably be taken, or if the use of such goods/hardware or software by the Requestor shall be prevented by injunction, the Responder agrees to take back such goods/hardware or software, and refund any sums the Requestor has paid Responder less any reasonable amount for use or damage and make every reasonable effort to assist the Requestor in procuring substitute Deliverables. If, in the sole opinion of the Requestor, the return of such infringing Deliverables makes the retention of other items of Deliverables acquired from the Responder under this Contract impractical, the Requestor shall then have the option of terminating the Contract, or applicable portions thereof, without penalty or termination charge. The Responder agrees to take back such Deliverables and refund any sums the Requestor has paid Responder less any reasonable amount for use or damage.

e. Responder will not be required to defend or indemnify the Requestor if any claim by a third party against the Requestor for infringement or misappropriation (i) results from the Requestor’s alteration of any Responder-branded product or Deliverable, or (ii) results from the continued use of the good(s) or Services and Deliverables after receiving notice they infringe a trade secret of a third party.

f. Nothing stated herein, however, shall affect Responder's ownership in or rights to its preexisting intellectual property and proprietary rights.

31. ACCESS TO PERSONS AND RECORDS: Pursuant to N.C. General Statute 147-64.7, the Requestor, the State Auditor, appropriate federal officials, and their respective authorized employees or agents are authorized to examine all books, records, and accounts of the Responder insofar as they relate to transactions with any department, board, officer, commission, institution, or other Agency or political subdivision of the State of North Carolina pursuant to the performance of this Contract or to costs charged to this Contract. The Responder shall retain any such books, records, and accounts for a minimum of three (3) years after the completion of this Contract. Additional audit or reporting requirements may be required by any Agency or political subdivision, if in the Agency’s or political subdivision’s opinion, such requirement is imposed by federal or state law or regulation (e.g. “E-Rate” is five (5) years after the completion of the contract).

32. DISPUTE RESOLUTION: The parties agree that it is in their mutual interest to resolve disputes…