RFP 2026-0507 Landscape Services

County of Anson Landscape Services

Bidder/Offeror

THIS PAGE IS TO BE FILLED OUT AND RETURNED WITH YOUR BID. FAILURE TO DO SO

MAY SUBJECT YOUR BID TO REJECTION.

ATTENTION:

Federal Employer Identification Number or alternate identification number (e.g., Social Security Number) is used for internal processing, including bid tabulation.

Enter ID number here:

Pursuant to N.C.G.S. 132-1, 10(b) this identification number shall not be released to the public.

This page will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection.

NOTICE OF ADVERTISEMENT

Anson County, North Carolina Request for Proposals No. 2026-0507

Landscape Services

Proposals will be received by the Anson County’s Parks, Recreation, and Facilities Director at 845 Airport Road, Wadesboro, NC 28170 until 2:00 PM EST on June 4, 2026.

Late submittals will not be accepted.

Anson County, North Carolina, through its Parks, Recreation and Facilities Department is soliciting proposals from experienced and qualified companies to provide janitorial services.

Mandatory Pre-Bid and Site Visit Meeting: This is a Mandatory meeting that will take place on May 28, 2026, at 10:00am at the Government Annex, 575 US Hwy 52 S, Wadesboro, NC 28170.

Copies of the solicitation may be obtained from the location listed below:

1. Download the Proposal Documents from the Anson County website:

https://www.co.anson.nc.us/bids.aspx

All questions about the meaning or intent of the RFP Documents are to be submitted in writing to the Parks, Recreation and Facilities Director, listed on the cover page wsmall@ansoncountync.gov no later than May 29, 2026 at 5:00 PM EDT.

Anson County reserves the right to reject any or all proposals, to waive technicalities and to make such selection deemed in its best interest.

Anson County reserves the right to accept alternate bids.

Anson County encourages good faith effort outreach to Minority Businesses (HUB Certified) and Small Businesses.

https://www.co.anson.nc.us/bids.aspx mailto:wsmall@ansoncountync.gov

SUBMITTAL DETAILS

Proposal Submission Deadline and Delivery address All Proposal Submittals are to be received by the Anson County’s Parks, Recreation, and Facilities Director no later than 2:00 PM EST on June 4, 2026, per the instructions below. Any submittals received after this date and time shall be rejected without exception.

Proposal Submission requirements The proposal can be submitted electronically by email to wsmall@ansoncountync.gov

The proposal package must be signed by a person who is authorized to bind the proposing Company. Instructions for preparing the proposal are provided herein.

Not signing proposal will void the proposal.

DELIVERED BY US POSTAL SERVICE DELIVERED BY ANY OTHER MEANS

RFP NO. 2026-0507 Landscape Services County of Anson Attn: Wendell Small 845 Airport Rd.

Wadesboro, NC 28170

RFP NO. 2026-0507 Landscape Services County of Anson Attn: Wendell Small 845 Airport Rd Wadesboro, NC 28170

There is no expressed or implied obligation for Anson County to reimburse Offerors for any expenses incurred in preparing proposals in response to this request.

Anson County reserves the right to:

• Reject any or all proposals, to waive technicalities and to make such selection deemed in its best interest;

• Cancel this solicitation; and

• Accept Alternate Bids

Proposal Questions

Proposal questions will be due on or before May 29, 2026 at 5:00 PM EDT. The primary purpose is to provide participating Offerors with the opportunity to ask questions, in writing, related to the RFP.

Submit questions by email to Wendell Small at wsmall@ansoncountync.gov by the deadline shown above. The email subject line should identify the proposal number and project title. All questions and answers may be posted as addendum www.co.anson.nc.us/bids.aspx

Pre-proposal conference and site visits The site visit schedule is listed below. Attendance is Mandatory.

Date: May 28, 2026 Pre-Proposal Time: 10:00 AM Location: Government Annex

575 Hwy 52 South, Wadesboro, NC 28170

PRE-Proposal Questions Pre-Proposal questions will be due on or before May 29, 2026, at 5:00 PM EST.

The primary purpose is to provide participating Offerors with the opportunity to ask questions, in writing, related to the Pre-Proposal Site Visits.

Submit questions in a Word Document or in the body of an email and send to Wendell Small at wsmall@ansoncountync.gov by the deadline shown above.

Questions sent in graph or Excel format will not be accepted. The email subject line should identify the proposal number and project title. All questions and answers may be posted as addenda www.co.anson.nc.us/bids.aspx

Proposal Addendum Anson County may modify the RFP prior to the date fixed for submission of proposals by the issuance of an addendum.

Should an Offeror find discrepancies or omissions in this RFP or any other documents provided by Anson County, the Offeror should immediately notify the County of such potential discrepancy in writing via email as noted above.

Any addenda to these documents shall be issued in writing. No oral statements, explanations, or commitments by anyone shall be of effect unless incorporated in the written addenda. Receipt of Addenda shall be acknowledged by the Offeror on Appendix C – Addendum and Anti-Collusion form.

communication All communications, any modifications, clarifications, amendments, questions, responses or any other matters related to this Request for Proposals must be made only through the Procurement Contact noted on the cover of this RFP. A violation of this provision is cause for the County to reject a Company’s proposal. No contact regarding this document with other County employees is permitted and may be grounds for disqualification.

http://www.co.anson.nc.us/bids.aspx http://www.co.anson.nc.us/bids.aspx

SCOPE OF WORK AND REQUIREMENTS

Summary

Exhibit A: Contract Conditions

1.0 General Conditions

1.1 The work will include mowing and yard maintenance services as outlined in the

Scope of Work.

1.2 The Contractor shall furnish all supervision, labor, and equipment required to perform the services outlined.

1.3 The Contractor will be required to submit names and social security numbers of all persons who will work at the facilities. These persons must sign a written consent form for a background check prior to beginning work. The contractor must assure that they are an Equal Opportunity Employer.

1.4 All Contractors must furnish to the County, a list of references which includes at least one past and/or present business client.

1.5 All contractors shall read the entire bid document thoroughly to gain a clear understanding of all requirements under this request. When making a bid, contractors should include all costs related to this project.

1.6 The Contractor shall be responsible for the protection from his/her activities of all public and private property on and adjacent to the work area and shall use suitable precautions to prevent damage to property, fences, pipes, conduits, and other underground structures, and to poles, wires, cables and overhead structures. It shall be the responsibility of the Contractor to promptly restore, replace or make good any damage or injury to all public and private property. If the Contractor fails to do so, the County may, at the Contractors expense, repair, rebuild, or otherwise restore such property. Any expense incurred by the County to repair damages will be withheld from the contractor’s monthly payment.

2.0 Scope of Work

Services shall be performed as follows:

Mowing, Seeding, Aerating, Herbicide application, Weed eating, Edging, and Blowing grass/debris from sidewalks, maintaining flower beds, trimming bushes and shrubs, leaf removal and any other landscaping tasks at the following locations. Frequency of mowing is indicated by each location. Mowing Season is from March to October. Off Season mowing and lawn maintenance as needed. State of Emergencies may require additional tasks.

1. County of Anson - Facilities

Monthly Weekly Hampton B Allen Library (Weed Flower Beds) X

Courthouse / Law Enforcement / DSS X Grace Senior Center X

Anson County Emergency Services X Government Annex / ACTS X Health Dept X Board of Elections X Downtown Parking Lots (Weed Eating) X Cooperative Extension X Anson County Farmers Market X Welcome to Anson Signs (North, South, East, West) X

Hampton B Allen Library

Courthouse / Law Enforcement

Grace Senior Center – Council on Aging

Emergency Services Center / 911 Dispatch

Anson County Government Annex

Health Department

Board of Elections

Department of Social Services and Adjacent Law Enforcement Lot

Cooperative Extension

County Maintenance personnel will give direction on what needs to be mowed, trimmed, or sprayed with weed killer as appropriate at all sites. Mowing shall not occur when the ground is saturated and could cause damage to the turf.

Each project area may be awarded a separate contract based on the lowest responsible bid for that project or one award may be issued for all projects. One contract may be issued for all project areas, if a contractor submits a successful bid for each project area.

3.0 Insurance

Contractor must provide proof of applicable worker’s compensation insurance as required by the State of North Carolina and proof of automatic liability insurance with $500,000 combined single limits for bodily injury and property damage. Insurance must be maintained throughout the term of the contract.

4.0 Terms of Contract

4.1 This agreement shall be for two (2) seasons beginning July 1, 2026 and continue until June 30, 2026 and July 1, 2027 until June 30, 2027. If mutually agreeable, this contract may be extended annually. In the event that this agreement proves unsatisfactory, it may be terminated by a 30-day written notice by either party.

4.2 Failure of the contractor to meet or perform work to these specifications as determined by the County shall warrant written notice to the contractor specifying areas of nonperformance or unacceptable performance and the contractor shall have ten (10) days to rectify. Immediate cancellation of the contract may occur if performance is not rectified in ten (10) days.

4.3 Payment will be processed in a timely manner and shall only be made after a written invoice is received that indicates the areas mowed for the month billed.

Invoices should be received two weeks prior to the end of the month so that payment can be processed in a timely manner. Contractor will be paid at the first check run of next month based on satisfactory completion of work.

5.0 Addendums

Any change to this Request for Proposals will be issued in writing and shall become a part of the bid.

ACCEPTANCE OF PROPOSAL

Attachment A - Instructions to Vendors

1. READ, REVIEW AND COMPLY: It shall be the Vendor’s responsibility to read this entire document, review all enclosures and attachments, and any addenda thereto, and comply with all requirements specified herein, regardless of whether appearing in these Instructions to Vendors or elsewhere in this RFP document.

2. LATE PROPOSALS: Late proposals, regardless of cause, will not be opened or considered, and will automatically be disqualified from further consideration. It shall be the Vendor’s sole responsibility to ensure the timely submission of proposals.

3. ACCEPTANCE AND REJECTION: County of Anson reserves the right to reject any and all proposals, to waive any informality in proposals and, unless otherwise specified by the Vendor, to accept any item in the proposal.

4. BASIS FOR REJECTION: Pursuant to 01 NCAC 05B .0501, County of Anson reserves the right to reject any and all offers, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered, non-compliance with the requirements or intent of this solicitation, lack of competitiveness, error(s) in specifications or indications that revision would be advantageous to County of Anson, cancellation or other changes in the intended project or any other determination that the proposed requirement is no longer needed, limitation or lack of available funds, circumstances that prevent determination of the best offer, or any other determination that rejection would be in the best interest of County of Anson.

5. EXECUTION: Failure to execute page 7 of the RFP (Execution Page) in the designated space shall render the proposal non-responsive, and it will be rejected.

6. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or those in any resulting contract documents, the order of precedence shall be (high to low) (1) any special terms and conditions specific to this RFP, including any negotiated terms; (2) requirements and specifications and administration provisions of this RFP; (3) North Carolina General Contract Terms and Conditions (attachment B); (4) Instructions to vendors (attachment A); and (5) Vendor’s proposal.

7. INFORMATION AND DESCRIPTIVE LITERATURE: Vendor shall furnish all information requested in the spaces provided in this document. Further, if required elsewhere in this proposal, each Vendor shall submit with its proposal any sketches, descriptive literature and/or complete specifications covering the products and Services offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Failure to comply with these requirements shall constitute sufficient cause to reject a proposal without further consideration.

8. RECYCLING AND SOURCE REDUCTION: It is the policy of County of Anson to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable and less toxic to the extent that the purchase or use is practicable and cost-effective. We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of commodities purchased.

However, no sacrifice in quality of packaging will be acceptable. The Vendor remains responsible for providing packaging that will adequately protect the commodity and contain it for its intended use. Vendors are strongly urged to bring to the attention of purchasers those products or packaging they offer which have recycled content and that are recyclable.

9. CERTIFICATE TO TRANSACT BUSINESS IN NORTH CAROLINA: As a condition of contract award, each out-of-State Vendor that is a corporation, limited-liability company or limited-liability partnership shall have received, and shall maintain throughout the term of The Contract, a Certificate of Authority to Transact Business in North Carolina from the North Carolina Secretary of State, as required by North Carolina law. A State contract requiring only an isolated transaction completed within a period of six months, and not in the course of a number of repeated transactions of like nature, shall not be considered as transacting business in North Carolina and shall not require a Certificate of Authority to Transact Business.

10. SUSTAINABILITY: To support the sustainability efforts of County of Anson of North Carolina we solicit your cooperation in this effort. Pursuant to Executive Order 156 (1999), it is desirable that all print responses submitted meet the following:

• All copies of the proposal are printed double sided.

• All submittals and copies are printed on recycled paper with a minimum post-consumer content of 30%.

• Unless absolutely necessary, all proposals and copies should minimize or eliminate use of non-recyclable or non-reusable materials such as plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Three-ringed binders, glued materials, paper clips, and staples are acceptable.

• Materials should be submitted in a format which allows for easy removal, filing and/or recycling of paper and binder materials. Use of oversized paper is strongly discouraged unless necessary for clarity or legibility.

11. HISTORICALLY UNDERUTILIZED BUSINESSES: County of Anson is committed to retaining Vendors from diverse backgrounds, and it invites and encourages participation in the procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled. County of Anson encourages participation by Vendors certified by County of Anson Office of Historically Underutilized Businesses, as well as the use of HUB-certified vendors as subcontractors on State contracts.

12. RECIPROCAL PREFERENCE: G.S. 143-59 establishes a reciprocal preference requirement to discourage other states from favoring their own resident Vendors by applying a percentage increase to the price of any proposal from a North Carolina resident Vendor.

To the extent another state does so, North Carolina applies the same percentage increase to the proposal of a vendor resident in that state. Residency is determined by a Vendor’s “Principal Place of Business,” defined as that principal place from which the overall trade or business of the Vendor is directed or managed.

13. INELIGIBLE VENDORS: As provided in G.S. 147-86.59 and G.S. 147-86.82, the following companies are ineligible to contract with County of Anson of North Carolina or any political subdivision of County of Anson: a) any company identified as engaging in investment activities in Iran, as determined by appearing on the Final Divestment List created by County of Anson Treasurer pursuant to G.S. 147-86.58, and b) any company identified as engaged in a boycott of Israel as determined by appearing on the List of restricted companies created by County of Anson Treasurer pursuant to G.S. 147-86.81. A contract with County of Anson or any of its political subdivisions by any company identified in a) or b) above shall be void ab initio.

14. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, County of Anson will maintain as confidential trade secrets in its proposal that the Vendor does not wish disclosed. As a condition to confidential treatment, each page containing trade secret information shall be identified in boldface at the top and bottom as “CONFIDENTIAL” by the Vendor, with specific trade secret information enclosed in boxes, marked in a distinctive color or by similar indication. Cost information shall not be deemed confidential under any circumstances. Regardless of what a Vendor may label as a trade secret, the determination whether it is or is not entitled to protection will be determined in accordance with G.S. 132-1.2. Any material labeled as confidential constitutes a representation by the Vendor that it has made a reasonable effort in good faith to determine that such material is, in fact, a trade secret under G.S. 132-1.2. Vendors are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible. If a legal action is brought to require the disclosure of any material so marked as confidential, County of Anson will notify Vendor of such action and allow Vendor to defend the confidential status of its information.

15. PROTEST PROCEDURES: When a Vendor wishes to protest the award of The Contract awarded by the Division of Purchase and Contract, or awarded by an agency in an awarded amount of at least $30,000, a Vendor shall submit a written request addressed to County of Anson Purchasing Officer at: 101 South Greene St, Wadesboro, NC 28170. A protest request related to an award amount of less than $30,000 shall be sent to the purchasing officer of the agency that issued the award. The protest request must be received in the proper office within thirty (30) consecutive calendar days from the date of the Contract award. Protest letters shall contain specific grounds and reasons for the protest, how the protesting party was harmed by the award made and any documentation providing support for the protesting party’s claims. Note: Contract award notices are sent only to the Vendor actually awarded the Contract, and not to every person or firm responding to a solicitation. All protests will be handled pursuant to the North Carolina Administrative Code, 01 NCAC 05B .1519.

16. MISCELLANEOUS: Any gender-specific pronouns used herein, whether masculine or feminine, shall be read and construed as gender neutral, and the singular of any word or phrase shall be read to include the plural and vice versa.

17. COMMUNICATIONS BY VENDORS: In submitting its proposal, the Vendor agrees not to discuss or otherwise reveal the contents of its proposal to any source, government or private, outside of the using or issuing agency until after the award of the Contract or cancellation of this RFP. All Vendors are forbidden from having any communications with the using or issuing agency, or any other representative of County of Anson concerning the solicitation, during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the Contract), unless County of Anson directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to the issuing and/or using agency any information commenting on the ability or qualifications of any other Vendor to provide the advertised good, equipment, commodity; (b) identify defects, errors and/or omissions in any other Vendor’s proposal and/or prices at any time during the procurement process; and/or (c) engage in or attempt any other communication or conduct that could influence the evaluation or award of a Contract related to this RFP. Failure to comply with this requirement shall constitute sufficient justification to disqualify a Vendor from a Contract award. Only those communications with the using agency or issuing agency authorized by this RFP are permitted.

18. TABULATIONS: Tabulations will normally be available at this web site not later than one working day after the bid opening.

Lengthy or complex tabulations may be summarized, with other details not made available on IPS, and requests for additional details or information concerning such tabulations cannot be honored.

19. WITHDRAWAL OF PROPOSAL: Proposals submitted electronically may be withdrawn at any time prior to the date for opening proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). Proposals that have been delivered by hand, U.S. Postal Service, courier or other delivery service may be withdrawn only in writing and if receipt is acknowledged by the office issuing the RFP prior to the time for opening proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). Written withdrawal requests shall be submitted on the Vendor’s letterhead and signed by an official of the Vendor authorized to make such request. Any withdrawal request made after the opening of proposals shall be allowed only for good cause shown and in the sole discretion of the Division of Purchase and Contract.

20. INFORMAL COMMENTS: County of Anson shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of County of Anson during the competitive process or after award. County of Anson is bound only by information provided in writing in this RFP.

21. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor’s sole responsibility; County of Anson of North Carolina will not reimburse any Vendor for any costs incurred or associated with the preparation of proposals.

22. VENDOR’S REPRESENTATIVE: Each Vendor shall submit with its proposal the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's proposal.

23. INSPECTION AT VENDOR’S SITE: County of Anson reserves the right to inspect, at a reasonable time, the equipment, item, plant or other facilities of a prospective Vendor prior to Contract award, and during the Contract term as necessary for County of Anson’ determination that such equipment, item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract.

24. LUNSFORD ACT/CRIMINAL BACKGROUND CHECKS: The Vendor shall conduct at its own expense sexual offender registry checks on each of its employees, agents, ownership personnel, or contractors (“contractual personnel”) who will engage in any service on or delivery of goods to school system property or at a school-system sponsored event. The checks shall include at a minimum checks of County of Anson Sex Offender and Public Protection Registration Program, County of Anson Sexually Violent Predator Registration Program, and the National Sex Offender Registry (“the Registries”). For the Vendor’s convenience only, all of the required registry checks may be completed at no cost by accessing the North

Carolina Sex Offender Registry website at http://sexoffender.ncjoj.gov/. The Vendor shall provide certification on Sexual Offender Registry Check Certification Form that the registry checks were conducted on each of its contractual personnel providing services or delivering goods under this Agreement prior to the commencement of such services or the delivery of such goods. The Vendor shall conduct a current initial check of the registries (a check done more than 30 days prior to the date of the Agreement shall not satisfy this contractual obligation). In addition, Vendor agrees to conduct the registry checks and provide a supplemental certification form before any additional contractual personnel are used to deliver goods or provide services pursuant to this Agreement. Vendor further agrees to conduct annual registry checks of all contractual personnel and provide annual certifications at each anniversary date of this Agreement. Vendor shall not assign any individual to deliver goods or provide services pursuant to this Agreement if said individual appears on any of the listed registries. Vendor agrees that it will maintain all records and documents necessary to demonstrate that it has conducted a thorough check of the registries as to each contractual personnel, and agrees to provide such records and documents to the school system upon request. Vendor specifically acknowledges that the school system retains the right to audit these records to ensure compliance with this section at any time in the school system’s sole discretion. Failure to comply with the terms of this provision shall be grounds for immediate termination of the Agreement. In addition, the school system may conduct additional criminal records checks at Vendor’s expense. If the school system exercises this right to conduct additional criminal records checks, Vendor agrees to provide within seven (7) days of request the full name, date of birth, state of residency for the past ten years, and any additional information requested by the school system for all contractual personnel who may deliver goods or perform services under this Agreement. Vendor further agrees that it has an ongoing obligation to provide services under this Agreement if COUNTY OF ANSON determines, in its sole discretion, that such contractual personnel may pose a threat to the safety or wellbeing of students, school personnel or others.

http://sexoffender.ncjoj.gov/

Attachment B North Carolina General Contract Terms & Conditions

1. PERFORMANCE AND DEFAULT:

a) It is anticipated that the tasks and duties undertaken by the Vendor shall include services or the manufacturing, furnishing, or development of goods and other tangible features or components as deliverables that are directly correlated and/or ancillary to the services performed. Except as provided immediately below, and unless otherwise mutually agreed in writing prior to award, any service deliverables or ancillary services provided by Vendor in performance of the contract shall remain property of the State. During performance, Vendor may provide proprietary components as part of the service deliverables that are identified in the solicitation response. Vendor grants the State a personal, permanent, non-transferable license to use such proprietary components of the service deliverables and other functionalities, as provided under this Agreement. Any technical and business information owned by Vendor or its suppliers or licensors made accessible or furnished to the State shall be and remain the property of the Vendor or such other party, respectively. Vendor agrees to perform its services under the contract in the same or similar manner provided to comparable users. The State shall notify the Vendor of any defects or deficiencies in performance of its services or failure of service deliverables to conform to the standards and specifications provided in this solicitation. Vendor agrees to remedy defective performance or any nonconforming deliverables upon timely notice provided by the State.

b) Vendor has a limited, non-exclusive license to access and use State Data provided to Vendor, but solely for performing its obligations under this Agreement and in confidence as may be further provided herein.

Vendor or its suppliers shall at a minimum, and except as otherwise specified and agreed herein, provide assistance to the State related to all services performed or deliverables procured hereunder during the State’s normal business hours. Vendor warrants that its support, customer service, and assistance will be performed in accordance with generally accepted and applicable industry standards.

c) If, through any cause, Vendor shall fail to fulfill in a timely and proper manner the obligations under The Contract, the State shall have the right to terminate The Contract by giving written notice to the Vendor and specifying the effective date thereof. In that event, any or all finished or unfinished deliverables under The Contract prepared by the Vendor shall, at the option of the State, become its property, and the Vendor shall be entitled to receive just and equitable compensation for any acceptable work completed as to which the option is exercised. Notwithstanding, Vendor shall not be relieved of liability to the State for damages sustained by the State by virtue of any breach of The Contract, and the State may withhold any payment due the Vendor for the purpose of setoff until such time as the exact amount of damages due the State from such breach can be determined. The State may require at any time a performance bond or other acceptable alternative performance guarantees from a Vendor without expense to the State.

d) In the event of default by the Vendor, the State may procure the goods and services necessary to complete performance hereunder from other sources and hold the Vendor responsible for any excess cost occasioned thereby. In addition, in the event of default by the Vendor under The Contract, or upon the Vendor filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against the Vendor, the State may immediately cease doing business with the Vendor, immediately terminate The Contract for cause, and may take action to debar the Vendor from doing future business with the State.

2. GOVERNMENTAL RESTRICTIONS: In the event any Governmental restrictions are imposed which necessitate alteration of the goods, material, quality, workmanship or performance of the Services offered prior to acceptance, it shall be the responsibility of the Vendor to notify the Contract Lead at once, in writing, indicating the specific regulation which required such alterations. The State reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract.

3. AVAILABILITY OF FUNDS: Any and all payments to the Vendor shall be dependent upon and subject to the availability of funds to the agency for the purpose set forth in The Contract.

4. TAXES: Any applicable taxes shall be invoiced as a separate item.

a) G.S. 143-59.1 bars the Secretary of Administration from entering into Contracts with Vendors if the Vendor or its affiliates meet one of the conditions of G.S. 105-164.8(b) and refuses to collect use tax on sales of tangible personal property to purchasers in North Carolina. Conditions under G.S. 105-164.8(b) include: (1) Maintenance of a retail establishment or office, (2) Presence of representatives in the State that solicit sales or transact business on behalf of the Vendor and (3) Systematic exploitation of the market by media-assisted, media-facilitated, or media-solicited means. By execution of the proposal document the Vendor certifies that it and all of its affiliates, (if it has affiliates), collect(s) the appropriate taxes.

b) The agency(ies) participating in The Contract are exempt from Federal Taxes, such as excise and transportation. Exemption forms submitted by the Vendor will be executed and returned by the using agency.

c) Prices offered are not to include any personal property taxes, nor any sales or use tax (or fees) unless required by the North Carolina Department of Revenue.

5. SITUS AND GOVERNING LAWS: This Contract is made under and shall be governed and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws rules, and within which State all matters, whether sounding in Contract or tort or otherwise, relating to its validity, construction, interpretation and enforcement shall be determined.

6. PAYMENT TERMS: Payment terms are Net not later than 30 days after receipt of a correct invoice or acceptance of goods, whichever is later. The using agency is responsible for all payments to the Vendor under the Contract.

Payment by some agencies may be made by procurement card, if the Vendor accepts that card (Visa, MasterCard, etc.) from other customers, and it shall be accepted by the Vendor for payment under the same terms and conditions as any other method of payment accepted by the Vendor. If payment is made by procurement card, then payment may be processed immediately by the Vendor.

7. AFFIRMATIVE ACTION: The Vendor will take affirmative action in complying with all Federal and State requirements concerning fair employment and employment of people with disabilities and concerning the treatment of all employees without regard to discrimination on the basis of any prohibited grounds as defined by Federal and State law.

8. CONDITION AND PACKAGING: Unless otherwise provided by special terms and conditions or specifications, it is understood and agreed that any item offered or shipped has not been sold or used for any purpose and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or shipment.

9. INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY: Vendor shall hold and save the State, its officers, agents and employees, harmless from liability of any kind, including costs and expenses, resulting from infringement of the rights of any third party in any copyrighted material, patented or patent-pending invention, article, device or appliance delivered in connection with The Contract.

a. Vendor warrants to the best of its knowledge that:

i. Performance under The Contract does not infringe upon any intellectual property rights of any third party; and

ii. There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party;

b. Should any deliverables supplied by Vendor become the subject of a claim of infringement of a patent, copyright, trademark or a trade secret in the United States, the Vendor, shall at its option and expense, either procure for the State the right to continue using the deliverables, or replace or modify the same to become non-infringing. If neither of these options can reasonably be taken in Vendor’s judgment, or if further use shall be prevented by injunction, the Vendor agrees to cease provision of any affected deliverables and refund any sums the State has paid Vendor and make every reasonable effort to assist the State in procuring substitute deliverables. If, in the sole opinion of the State, the cessation of use by the State of any such deliverables due to infringement issues makes the retention of other items acquired from the Vendor under this Agreement impractical, the State shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge; and Vendor agrees to refund any sums the State paid for unused Services or Deliverables.

c. The Vendor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the deliverables supplied by the Vendor, their use or operation, infringes on a patent, copyright, trademark or violates a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded or agreed in a settlement against the State in any such action. Such defense and payment shall be conditioned on the following:

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

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

d. Vendor will not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation results from the State’s material alteration of any Vendor-branded deliverables or services, or from the continued use of the deliverable(s) or Services after receiving notice of infringement on a trade secret of a third party.

10. TERMINATION FOR CONVENIENCE: If this contract contemplates deliveries or performance over a period of time, the State may terminate this contract at any time by providing 60 days’ notice in writing from the State to the Vendor. In that event, any or all finished or unfinished deliverables prepared by the Vendor under this contract shall, at the option of the State, become its property. If the contract is terminated by the State as provided in this section, the State shall pay for those items for which such option is exercised, less any payment or compensation previously made.

11. ADVERTISING: Vendor agrees not to use the existence of The Contract or the name of the State of North Carolina as part of any commercial advertising or marketing of products or Services. A Vendor may inquire whether the State is willing to act as a reference by providing factual information directly to other prospective customers.

12. ACCESS TO PERSONS AND RECORDS: During and after the term hereof, the State Auditor and any using agency’s internal auditors shall have access to persons and records related to The Contract to verify accounts and data affecting fees or performance under the Contract, as provided in G.S. 143-49(9).

13. ASSIGNMENT: No assignment of the Vendor’s obligations nor the Vendor’s right to receive payment hereunder shall be permitted.

However, upon written request approved by the issuing purchasing authority and solely as a convenience to the Vendor, the State may:

a) Forward the Vendor’s payment check directly to any person or entity designated by the Vendor, and

b) Include any person or entity designated by Vendor as a joint payee on the Vendor’s payment check.

In no event shall such approval and action obligate the State to anyone other than the Vendor and the Vendor shall remain responsible for fulfillment of all Contract obligations. Upon advance written request, the State may, in its unfettered discretion, approve an assignment to the surviving entity of a merger, acquisition or corporate reorganization, if made as part of the transfer of all or substantially all of the Vendor’s assets. Any purported assignment made in violation of this provision shall be void and a material breach of The Contract.

14. INSURANCE:

COVERAGE - During the term of the Contract, the Vendor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Contract. As a minimum, the Vendor shall provide and maintain the following coverage and limits:

a) Worker’s Compensation - The Vendor shall provide and maintain Worker’s Compensation Insurance, as required by the laws of North Carolina, as well as employer’s liability coverage with minimum limits of $500,000.00, covering all of Vendor’s employees who are engaged in any work under the Contract in North Carolina. If any work is sub-contracted, the Vendor shall require the sub-Contractor to provide the same coverage for any of his employees engaged in any work under the Contract within the State.

b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $1,000,000.00 Combined Single Limit. Defense cost shall be in excess of the limit of liability.

c) Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non-owned vehicles, used within North Carolina in connection with the Contract. The minimum combined single limit shall be $250,000.00 bodily injury and property damage; $250,000.00 uninsured/under insured motorist; and $2,500.00 medical payment.

REQUIREMENTS - Providing and maintaining adequate insurance coverage is a material obligation of the Vendor and is of the essence of The Contract. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. The Vendor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or The Contract. The limits of coverage under each insurance policy maintained by the Vendor shall not be interpreted as limiting the Vendor’s liability and obligations under the Contract.

15. GENERAL INDEMNITY: The Vendor shall hold and save the State, its officers, agents, and employees, harmless from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, Services, materials, or supplies in connection with the performance of The Contract, and from any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Vendor in the performance of The Contract and that are attributable to the negligence or intentionally tortious acts of the Vendor provided that the Vendor is notified in writing within 30 days from the date that the State has knowledge of such claims. The Vendor represents and warrants that it shall make no claim of any kind or nature against the State’s agents who are involved in the delivery or processing of Vendor deliverables or Services to the State. The representation and warranty in the preceding sentence shall survive the termination or expiration of The Contract.

16. SUBCONTRACTING: Performance under The Contract by the Vendor shall not be subcontracted without prior written approval of the State’s assigned Contract Lead. Unless otherwise agreed in writing, acceptance of a Vendor’s proposal shall include approval to use the subcontractor(s) that have been specified therein.

17. CONFIDENTIALITY: Any State information, data, instruments, documents, studies or reports given to or prepared or assembled by or provided to the Vendor under The Contract shall be kept as confidential, used only for the purpose(s) required to perform The Contract and not divulged or made available to any individual or organization without the prior written approval of the State.

18. CARE OF STATE DATA AND PROPERTY: The Vendor agrees that it shall be responsible for the proper custody and care of any data owned and furnished to the Vendor by the State (State Data), or other State property in the hands of the Vendor, for use in connection with the performance of The Contract or purchased by or for the State for The Contract. Vendor will reimburse the State for loss or damage of such property while in Vendor’s custody.

The State’s Data in the hands of the Vendor shall be protected from unauthorized disclosure, loss, damage, destruction by a natural event or other eventuality. Such State Data shall be returned to the State in a form acceptable to the State upon the termination or expiration of this Agreement. The Vendor shall notify the State of any security breaches within 24 hours as required by G.S. 143B-1379. See G.S. 75-60 et seq.

19. OUTSOURCING: Any Vendor or subcontractor providing call or contact center services to the State of North Carolina or any of its agencies shall disclose to inbound callers the location from which the call or contact center services are being provided.

If, after award of a contract, the contractor wishes to relocate or outsource any portion of performance to a location outside the United States, or to contract with a subcontractor for any such performance, which subcontractor and nature of the work has not previously been disclosed to the State in writing, prior written approval must be obtained from the State agency responsible for the contract.

Vendor shall give notice to the using agency of any relocation of the Vendor, employees of the Vendor, subcontractors of the Vendor, or other persons providing performance under a State contract to a location outside of the United States.

21. COMPLIANCE WITH LAWS: Vendor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business and its performance in accordance with The Contract, including those of federal, state, and local agencies having jurisdiction and/or authority.

22. ENTIRE AGREEMENT: This RFP and any documents incorporated specifically by reference represent the entire agreement between the parties and supersede all prior oral or written statements or agreements. This RFP, any addenda hereto, and the Vendor’s proposal are incorporated herein by reference as though set forth verbatim.

All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation.

23. ELECTRONIC RECORDS: The State will digitize all Vendor responses to this solicitation, if not received electronically, as well as any awarded contract together with associated procurement-related documents. These electronic copies shall constitute a preservation record and shall serve as the official record of this procurement with the same force and effect as the original written documents comprising such record. Any electronic copy, printout or other output readable by sight shown to reflect such record accurately shall constitute an "original."

24. AMENDMENTS: This Contract may be amended only by a written amendment duly executed by the State and the Vendor.

25. NO WAIVER: Notwithstanding any other language or provision in The Contract, nothing herein is intended nor shall be interpreted as a waiver of any right or remedy otherwise available to the State under applicable law.

The waiver by the State of any right or remedy on any one occasion or instance shall not constitute or be interpreted as a waiver of that or any other right or remedy on any other occasion or instance.

26. FORCE MAJEURE: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations as a result of events beyond its reasonable control, including without limitation, fire, power failures, any act of war, hostile foreign action, nuclear explosion, riot, strikes or failures or refusals to perform under subcontracts, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God.

27. SOVEREIGN IMMUNITY: Notwithstanding any other term or provision in The Contract, nothing herein is intended nor shall be interpreted as waiving any claim or defense based on the principle of sovereign immunity or other State or federal constitutional provision or principle that otherwise would be available to the State under applicable law.