RFP 26-048 Network Infrastructure & Internet Services.pdf

Request For Proposals (RFP) No. 26-048 for

Network Infrastructure & Internet Services

Research Triangle Regional Public Transportation Authority dba GoTriangle (GoTriangle), as authorized under the § 160A-610, is seeking to establish a contract for the above referenced services.

The Request for Proposal (RFP) document is available for download at the GoTriangle’s website: https://gotriangle.org/procurement

Submission Date & Time: April 15, 2026 by 2:00 pm local NC time

Submission Location: Via email to:

Steven Jones, Procurement Officer Email: Sjones@gotriangle.org

Pre-OƯer Conference:

Pre-Offer Conference will not be conducted

Instructions for preparing and submitting a proposal are provided in the Instructions to Offerors Section 5. Proposal Content of this document. To be deemed responsive and responsible, offerors must submit all items specified in the referenced section.

All Inquiries regarding this solicitation shall be submitted to:

Steven Jones, Procurement Officer Email: Sjones@gotriangle.org Office: 919-485-7559

LATE PROPOSALS WILL NOT BE ACCEPTED.

GOTRIANGLE RESERVES THE RIGHT TO REJECT ANY OR ALL PROPOSALS.

TABLE OF CONTENTS

BACKGROUND

SCOPE OF SERVICES

TERMS AND CONDITIONS

1. Services

2. Contract Term

3. Invoicing and Compensation

4. Changes in the Services

5. Services on GoTriangle’s Premises

6. Conflict of Interest

7. Contract Termination

8. Transition Assistance

9. Indemnification and Hold Harmless

10. Dispute Resolution

11. Permits

12. Choice of Law / Forum

13. Insurance

14. Independent Contractor

15. Accuracy of Financial Statements

16. Non-Discrimination

17. Covenant Against Contingent Fees

18. Delegation and Assignment

19. Nonwaiver

20. Merger

21. Reference

22. Contractor’s Personnel

23. Certification on Israel Boycott

24. Notices

25. No Third-Party Rights

26. Severability

27. Survivorship

28. Attachments

29. Separate Counterparts

30. Iran Divestment Act

31. E-Verify

32. Debarment Policy

33. Force Majeure

34. Operational Continuity

35. Acceptance Process

36. Patent, Copyright and Trade Secret Protection

INSTRUCTIONS TO OFFERORS

1. Anticipated Project Schedule

2. Requests for Clarification

3. Pre- Offer Conference

4. Addenda

5. Proposal Content

6. Proposal Submittal

7. Exceptions to Terms and Conditions

8. Addenda

9. Pre-Offer Conference

10. Selection Procedures

11. Evaluation

12. Public Records and Proprietary Information

13. Contractual Relationships

14. Disadvantage Business Enterprise (DBE) Participation

15. Modification and Withdrawal of Proposals

16. Proposal Rejection / Reserved Rights

17. News Releases

18. Identifying Conflicts of Interest

19. Protest Procedures

ATTACHMENTS

Attachment A - Offeror Form Attachment B - Cost Proposal Attachment C - Minimum Insurance Requirements Attachment D - E-Verify Employer Compliance Statement Attachment E - Iran Divestment Act Certification Attachment F - Boycott of Israel Divestment Act Certification Attachment G - Certification Regarding Conflict of Interest Attachment H - Statement of Non-Collusion Attachment I - Conformance Statements Attachment I1 - Exceptions Form Attachment J - Offeror References Attachment K - Statement of Judgments Attachment L - Responsiveness and Responsibility Statement Attachment M - RFP Response Checklist

RFP No. 26-048, Network Infrastructure & Internet Services Provider

BACKGROUND

Research Triangle Regional Public Transportation Authority d/b/a GoTriangle (GoTriangle) is a public transit agency serving Durham, Orange, and Wake counties in North Carolina, providing essential mobility services through fixed-route bus, paratransit, and other commuter services. As authorized under the North Carolina General Statues (N.C.G.S) § 160A-610, GoTriangle is seeking to establish a contract for the provision of Network Infrastructure & Internet Services. Whether or not GoTriangle actually enters into any contract and how the work is awarded will be decided at GoTriangle’s discretion. Furthermore, GoTriangle will use any awarded contract on an as-needed basis, with no guarantee as to the actual spending under any awarded contract.

SCOPE OF SERVICES

1. Mandatory Technical Requirements

The Contractor shall provide:

1.1. Fiber-based internet services.

1.2. Bandwidth Capacity:

1.2.1. Minimum of 1 Gbps symmetrical for the current, and any additional sites:

4600 Emperor Blvd, Durham 27706

5201 Nelson Rd, Morrisville, NC 27560

1.2.2. Scalable options (up to 10 Gbps) for future growth and redundancy.

1.3. Redundancy & Failover:

1.3.1. Require dual-homed connectivity with secondary link have at least half the bandwidth of the primary.

1.3.2. Diverse paths (e.g., fiber route diversity) to eliminate single points of failure.

1.4. Service Level Agreements (SLAs):

1.4.1. ≥ 99.9% uptime per circut.

1.4.2. 4 hour MTTR

1.4.3. Guaranteed average roundtrip network latency (<50ms), packet loss (<0.1%), and average/maximum jitter (<2ms / <10ms).

1.4.4. Defined escalation and credit process for SLA breaches.

1.5. IPv6 Readiness and dual-stack capability.

1.6. Static IPv4 addressing with a /29 for all sites.

2. Operational & Support Requirements

The Contractor shall:

2.1. Provide access to 24/7 Network Operations Center (NOC) with direct escalation contacts.

2.2. Provide proactive monitoring and establish notifications for outages, bandwidth saturation, or latency spikes.

2.3. Grant portal access for circuit utilization reports, ticket management, and billing.

2.4. Meet the installation timeline by completing provisioning for primary sites within 60 days.

2.5. Ensure the maintenance is communicated and coordinated with the assigned GoTriangle staff in advance and provided with minimal disruption.

3. Security & Compliance

The Contractor shall:

3.1. Ensure the carrier supports traffic encryption at the transport layer (IPSec, MACsec, or SD-WAN encryption).

3.2. Comply with FTA and state data handling requirements for public agencies.

4. Future-Readiness

The Contractor shall describe its capabilities for the following optional services:

4.1. Managed SD-WAN with support for static and dynamic routing (BGP/OSPF), Layer 3 VPN, and QoS for prioritizing VoIP, D365, and Teams traffic.

4.2. Support with cloud phone provider (RingCentral, 8x8, etc.).

5. Testing and Verification

5.1. GoTriangle shall have ten (10) business days following initial installation, configuration, and activation of Internet Services at each site to notify the Contractor in writing of any material non-conformance with Contract requirements, including but not limited to bandwidth, latency, packet loss, redundancy, or other technical specifications.

5.2. GoTriangle may perform testing and verification to confirm that Internet Services meet technical specifications, including

5.2.1. Confirmed bandwidth (e.g., 1 Gbps symmetrical or as specified in the SOW);

5.2.2. Redundancy and failover functionality;

5.2.3. Latency, jitter, and packet loss thresholds;

5.2.4. Proper routing, IP allocation, and network configuration; and

5.2.5. Network monitoring and reporting capabilities.

5.3. The Contractor shall fully cooperate with testing, providing documentation, certifications, and test results as reasonably requested.

5.4. Failure to meet required performance standards during testing shall constitute grounds for non-acceptance.

5.5. If GoTriangle does not provide written notice of non-acceptance within this period, the Services shall be deemed accepted for initial activation only. Such acceptance does not waive the Contractor’s ongoing obligations under warranties or Service Level Agreements (SLAs).

6. Notice of Non-Acceptance and Cure

6.1. Any notice of non-acceptance shall specify the nature of the deficiency or non-compliance. The Contractor shall promptly, at no additional cost to GoTriangle:

6.1.1. Correct the deficiency;

6.1.2. Re-perform any nonconforming Services; or

6.1.3. Replace any defective equipment or components.

6.2. If the Contractor fails to cure the deficiency within the time specified in the Contract, or within a commercially reasonable period if not specified, GoTriangle may exercise any remedies available under the Contract or law, including:

6.2.1. Withholding payment for nonconforming Services;

6.2.2. Assessing SLA credits or liquidated damages, if applicable;

6.2.3. Procuring substitute services from another provider and charging Vendor for any excess costs;

6.2.4. Terminating the Contract for cause.

7. Ongoing Service Acceptance and SLA Compliance

7.1. The Contractor shall maintain all performance standards, uptime requirements, and SLA commitments after acceptance of the initial installation.

7.2. GoTriangle shall monitor the ongoing performance of Internet Services. Repeated service interruptions, failure to meet uptime guarantees, or failure to meet minimum performance metrics by the Contractor shall constitute a material breach of the Contract.

8. Latent Defects and Non-Conforming Services

8.1. GoTriangle reserves the right to reject services at any time if defects, performance deficiencies, or non-compliance were not reasonably discoverable during initial testing or inspection.

8.2. Acceptance shall not waive GoTriangle’s rights regarding latent defects, fraud, gross errors, or ongoing failure to meet performance standards.

Terms and Conditions

1. Services

Contractor agrees to perform the services outlined in the contract (hereinafter "Services").

Contractor hereby represents and warrants that it has the experience, capability and resources, including but not limited to sufficient personnel and supervisors, to efficiently and expeditiously perform the Services to be provided hereunder with the highest professional standards, and Contractor further represents and warrants that it will at all times devote the necessary personnel and supervisors to perform the Services hereunder in such a manner. Contractor warrants and represents that prior to submitting a proposal for any Services, Contractor will examine all of the specifications, directions and conditions relating to the Services, investigate the scope of the project and the difficulties which may be encountered in performing the Services, and hereby assumes full and complete responsibility for, and risk in connection with, said Services.

2. Contract Term

The term of the resulting contract shall begin on the date of execution and continue for an initial period of two (2) years, unless canceled, terminated, or otherwise extended as permitted. At its sole discretion, GoTriangle may extend the contract for up to three (3) additional one-year periods, for a total maximum term not to exceed five (5) years.

3. Invoicing and Compensation

3.1. GoTriangle agrees to pay the Contractor, and the Contractor agrees to accept payment, for services rendered under the resulting contract in accordance with the mutually agreed-upon project milestones. Payment for each milestone shall be due within thirty (30) days following (i) the Contractor’s submission of a valid invoice for the completed milestone, and (ii) written approval of milestone completion by the designated end user or authorized representative of GoTriangle.

3.2. Contractor shall submit an original invoice in a form satisfactory to GoTriangle and shall reference this Contract Number 26-048. Invoices shall be submitted in an electronic form to the following address: invoice@gotriangle.org.

3.3. GoTriangle hereby requires and Contractor agrees that Contractor will submit with the final invoice, a waiver of lien and all applicable Subcontractor's and Materialman's release and waivers of lien, in form and substance acceptable to GoTriangle, at the conclusion of Services performed and receipt by Contractor of a Notice of Acceptance from GoTriangle.

Contractor shall also furnish all permits, licenses, certificates of approval from all governing inspection authorities including, as applicable, certificates of occupancy and inspection, applicable warranties, manufacturer's assigned guarantees and authorizations in the possession of Contractor. Additional completion documents may be required by GoTriangle's Contracts and Grants Coordinator.

mailto:invoice@gotriangle.org

3.4. GoTriangle will forward payments of Contractor's invoices to the "remit to" address on the invoice which has been approved for payment.

3.5. GoTriangle may withhold full or partial payment of any invoice as GoTriangle deems necessary due to:

3.5.1. Non-satisfaction of Services that are not remedied;

3.5.2. Third-party claims filed or information in possession of GoTriangle reasonably indicating probable filing of such claims;

3.5.3. Damage to GoTriangle or another party for which Contractor is partially or wholly responsible;

3.5.4. Persistent failure to carry out the Services in accordance with this Agreement.

3.6. In the event any full or partial payment is withheld, full payment shall be made when the offending condition is cured.

3.7. The prices shall remain firm for the duration of the current contract term. The Contractor may request a price adjustment in connection with any renewal term by providing written notice to GoTriangle not less than sixty (60) days prior to the expiration of the then-current term. Any such request shall include detailed supporting documentation and justification for the proposed adjustment, including evidence of increases in labor, materials, market conditions, or applicable price indices. All requested price adjustments shall be subject to GoTriangle review and written approval and shall become effective only upon renewal of the contract.

4. Changes in the Services

4.1. Only a Contract Amendment signed by duly authorized representatives of both parties, can modify the Contract, as long as it does not change the Contract’s general scope.

Purported changes to the Contract by an unauthorized person or made unilaterally by the Contractor will be void and without effect; Contractor will not be entitled to any claim made under the Contract based on any such purported changes.

4.2. No Change Order shall be issued where:

4.2.1. The change was necessitated in whole or in part by Contractor's failure to comply with a requirement of this Contract;

4.2.2. Contractor's work would have been affected by any other cause that would not be considered an alteration in, addition to, or deduction from the Services requested by the GoTriangle;

4.2.3. Contractor proceeds with any Services without giving notices as required under the Contract; or

4.2.4. The changes are required to correct deficient Services, to achieve compliance with the requirements set forth in this Contract, or due to Services which do not conform with good industry practices, or is otherwise faulty or defective.

5. Services on GoTriangle’s Premises

5.1. Contractor understands and agrees that it is solely responsible for ensuring that its personnel will perform the Services called for hereunder in a safe manner and in accordance with all applicable safety laws and regulations, including but not limited to the Occupational Safety and Health Act and its implementing regulations. Contractor further agrees that it will ensure all of its personnel performing Services on GoTriangle’s premises will observe all applicable GoTriangle safety rules and standards. Contractor also agrees that it is required to discharge any duty or responsibility of Contractor to its personnel or other persons. Contractor will provide all necessary training and supervision to ensure compliance with all requirements of this Section.

5.2. The Services of Contractor should be done in such a manner that the Services do not interfere with the continuous operation of GoTriangle’s business or the work of other contractors. In the event that the Services performed hereunder may conflict in any way with such continuous operation or the work of other contractors, agreement will be reached with GoTriangle as to the sequence to be followed in performing the Services.

5.3. Personnel required to work on the GoTriangle’s property must obtain a GoTriangle’s vendors’ badge. Contractor must advise its affected Personnel that, to obtain a vendor’s badge and to access GoTriangle’s confidential information, the Contractor will perform a background check.

6. Conflict of Interest

GoTriangle has adopted a Code of Ethics that establishes standards of conduct for GoTriangle officials and employees. No director, officer or employee of GoTriangle shall have, during their tenure, any interest, direct or indirect, in Contractor, its subcontractors, this Agreement or the proceeds thereof. Contractor shall not, directly or indirectly, offer to the aforementioned individuals, nor shall such individuals accept from Contractor, gifts, gratuities, favors, or anything of monetary value.

7. Contract Termination

7.1. Termination for Convenience

7.1.1. GoTriangle may terminate the Contract for the convenience of GoTriangle by giving the Contractor thirty (30) calendar days prior written notice of such termination.

7.1.2. Upon receipt of a written notice of termination, the Contractor shall:

a. Immediately discontinue all Services affected (unless the notice directs otherwise),

b. Deliver to and transfer title to the GoTriangle’s authorized personnel all data, reports, and other information and materials as may have been accumulated by Contractor in performing the Services under this Agreement, whether completed or in process, and

c. Make no additional commitments for any resources except as necessary to complete the remaining work under this contract.

7.1.3. GoTriangle may at any time, by written notice to Contractor, require Contractor to stop all, or any part, of the Services for a period herein specified in the Stop Work Order, not to exceed ninety (90) calendar days after the Stop Work Order is delivered to Contractor, and for such further period to which the parties may agree in writing. Upon receipt of the Stop Work Order, Contractor shall immediately stop performing the Services covered by the Stop Work Order and take all reasonable steps to minimize the incurring of costs allocated to the portion of the Services covered by such Stop Work Order. Within the period, GoTriangle will deliver to Contractor either (i) a notice that the Stop Work Order is canceled, and authorization for the Services to re-commence or (ii) a notice of termination of the Agreement for convenience or default.

7.1.4. Notwithstanding any other provisions to the contrary, including without limitation the provisions of the Agreement relating to compensation, if GoTriangle terminates the Agreement for convenience, GoTriangle will pay the Contractor for Services performed through the date of termination in accordance with the compensation provisions of this Agreement.

7.2. Termination For Default

7.2.1. The Contractor shall be in default if it breaches any of its obligations under this Contract deemed material by the Contracting Officer. In addition to those instances specifically referred to in this Contract, the Contractor shall be in default in the following circumstances:

a. It fails to begin, or abandons, the work of the Contract in accordance with Contractual requirements;

b. It fails to deliver the Product or perform the Services within the time specified in the Contract or any extension approved by the Contracting Officer;

c. It fails to make progress in a manner deemed reasonable by the Contracting Officer so as to endanger performance of the Contract; or

d. In the view of the Contracting Officer, the Contractor is willfully violating the Contract or is not executing it reasonably and in good faith.

7.2.2. In the event of a default or breach, GoTriangle will provide a written notice to the Contractor, specifying the nature of the breach and stating that, the Contractor has ten (10) days (or such additional time as the Contracting Officer authorizes, to cure the breach (“Notice to Cure”). If the Contractor fails to cure the breach in the time specified in the Notice to Cure, GoTriangle may terminate the Contract, in whole or designated part, for default in accordance with the provisions of this Contract, by a written “Notice of Default” to the Contractor.

7.2.3. Upon receipt of a “Notice of Default,” the Contractor shall immediately cease performance of the work so terminated. GoTriangle shall have the right to take any action necessary to complete the work, including performing the work itself, or contracting with another party to do so. In the event the work is completed directly by GoTriangle or by a third party, the Contractor shall be liable for the additional costs and expenses necessary to complete the work, including, without limitation, labor, material costs, development costs, tooling expenses, equipment costs, software costs, and property costs. The Authority may deduct the costs and expenses so charged from any monies otherwise payable to the Contractor.

Nothing contained herein shall be deemed to relieve the Contractor of its continuing obligation to perform any portion of the Contract that was not terminated.

7.2.4. GoTriangle may, in its sole discretion, waive a default by the Contractor, but such waiver shall not be deemed a waiver of any subsequent default.

7.2.5. Upon any termination for default, GoTriangle may require the Contractor to transfer title and deliver to GoTriangle:

a. any completed or partially completed Services, Products or other work or deliverables, and

b. components (including data and intellectual property) and contract rights that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Contracting Officer, the Contractor shall also protect and preserve property in its possession in which the Authority may have an interest.

7.2.6. Upon any termination for default, GoTriangle shall only pay for Products or Services accepted in accordance with this Contract. GoTriangle may also compensate the Contractor for any actions it reasonably takes at the Contracting

Officer’s direction, for the protection and preservation of property. GoTriangle may withhold from these amounts, any sum that the Contracting Officer determines to be necessary to protect GoTriangle against loss because of outstanding or claimed liens, or pending or anticipated claims under the Contract.

7.2.7. The rights and remedies of GoTriangle in this clause are in addition to any other rights and remedies provided under this Contract, at law, or in equity.

8. Transition Assistance

If the Contract is not renewed at the end of the term, or is canceled prior to its expiration, for any reason, the Contractor must provide for up to six (6) months after the expiration or cancellation of the Contract, all reasonable transition assistance requested by GoTriangle, to allow for the expired or canceled portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to GoTriangle or its designees. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of the Contract, (notwithstanding the expiration or cancellation) except for those Contract terms or conditions that do not reasonably apply to such transition assistance. GoTriangle shall pay the Contractor for any resources utilized in performing such transition assistance at the most current Contract rates for Contractor performance. If GoTriangle cancels the Contract for default, then GoTriangle will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages GoTriangle may have otherwise accrued as a result of said cancellation.

9. Indemnification and Hold Harmless

To the fullest extent allowed by law and as applicable to N.C.G.S. Section 22B-1, Contractor hereby assumes the risk of and covenants to indemnify GoTriangle, its directors, trustees, officers, employees, affiliates, stakeholders, and agents (hereinafter referred to as "Indemnitees") against, and hold them harmless from all alleged losses, damages, liabilities, costs, and expenses, including without limitation, reasonable attorneys' fees, (i) Contractor’s failure to meet any of its obligations under this Contract, including but not limited to Contractor’s obligations to safeguard protected and/or confidential infromation from security incidents; (ii) arising out of alleged injury to or death of any person, sickness or disease to any person(s), (iiI) arising out of alleged damages to any property, real or personal, tangible or intangible, iv) or any alleged economic loss resulting from the alleged negligence or wrongful act or any error or omission by Contractor, its subcontractors, its agents or persons performing Services, or breach by Contractor, its subcontractors, its agents or persons performing Services, of any provision of the Agreement, in the performance of the Services thereunder.

9.1. In addition to the indemnity provisions set forth elsewhere in this Agreement and not in limitation thereof, Contractor agrees to indemnify and hold the Indemnitees harmless from any and all alleged claims, losses, judgments, or causes of action by Contractor's employees, independent contractors, or their representatives for personal injury or death arising out of, during, or from performance of the Services caused by any act or omission of Contractor. This provision is entered into pursuant to North Carolina General Statute Section 97-10.2(e).

9.2. Contractor understands and agrees that it is Contractor’s responsibility to provide indemnification to GoTriangle pursuant to this Section. Insurance, while anticipated to provide a funding source for indemnification, is in addition to any indemnification requirements. The failure of the Contractor’s insurance to fully fund any indemnification shall not relieve the Contractor of any obligation under the indemnification clauses set out within this Agreement.

9.3. In performing its duties under this requirement, Contractor shall, at its sole expense, defend GoTriangle with legal counsel reasonably acceptable to GoTriangle. GoTriangle shall nevertheless have the right at its expense to participate in the defense of such Charges. Notwithstanding the foregoing, however, under no circumstances shall Contractor compromise or settle any such Charges without the prior written consent and approval of GoTriangle, after full disclosure by Contractor. Section 10 shall survive expiration or termination of this Agreement.

10. Dispute Resolution

Disputes concerning a question of fact or law arising in the performance of the Agreement, which are not resolved by agreement of the parties to the Agreement, shall be decided in writing by the authorized representative of GoTriangle. This decision shall be final and conclusive unless within ten (10) calendar days from the date of receipt of its copy, Contractor mails or otherwise furnishes a written appeal to the authorized representative of GoTriangle. In connection with any such appeal, Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position to GoTriangle.

The decision of the authorized representative of GoTriangle rendered at the conclusion of any such appeal shall be final and conclusive as to questions of fact unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, or so grossly erroneous as necessarily to imply bad faith. The decision of GoTriangle or its duly authorized representative shall not be final and conclusive as to questions of law. No action challenging such decision shall be brought more than six months from the date of Contractor’s receipt of such decision.

10.1. If it is determined, on appeal, that GoTriangle’s interpretation of the Agreement, direction to Contractor, or any other action required by GoTriangle’s decision was an erroneous determination of the rights and obligations of the parties under the Agreement, Contractor’s remedy shall be the same as if such action were a change under Section 4 Changes in the Services above.

10.2. Unless otherwise directed by GoTriangle, Contractor shall continue performance under the Agreement while matters in dispute are being resolved. Nothing in this section shall preclude alternative dispute resolution.

10.3. By submission of a proposal or offer in response to GoTriangle’s solicitation, Contractor agreed to exhaust its administrative remedies under this Section 10 prior to seeking judicial relief of any type in connection with any matter related to the solicitation, the award of any contract, and any dispute under any resulting contract.

11. Permits

Contractor will obtain and pay for all permits, licenses and government fees necessary for the performance of the Services or Products to be provided under the terms and conditions of this Agreement unless otherwise instructed in writing by GoTriangle. Contractor will obtain all required inspections, authorizations and approvals required for the performance of Services.

12. Choice of Law / Forum

This Agreement shall be deemed made in and shall be construed in accordance with the laws of the State of North Carolina. All litigation arising out of the Agreement shall be commenced in courts sitting in Durham County, North Carolina. If an action is instituted in federal court, such action shall be brought in the United States District Court of the Eastern Middle District of North Carolina.

13. Insurance

Contractor shall carry insurance as specified in the contract Attachment C. Contractor shall provide GoTriangle with a valid Certificate of Insurance prior to beginning any work pursuant to the resultant contract.

14. Independent Contractor

14.1. The parties acknowledge that Contractor is an independent contractor to GoTriangle. This Agreement is not to be construed as creating or constituting a joint venture, partnership, or agent/principal relationship between GoTriangle and Contractor. Contractor represents that it has, or will secure, at its own expense, all personnel required in performing the Services under this Agreement. Such personnel shall not be employees of, shall not be considered servants or agents or, nor have any contractual relationship with GoTriangle. Contractor, consistent with its status as an independent contractor, further agrees that its personnel will not hold themselves out as, nor claim to be, officers or employees of GoTriangle by reason of this Agreement. Contractor shall be responsible for all withholding and employer taxes with respect to such personnel to the complete exclusion of GoTriangle.

14.2. Contractor agrees to pay, and hereby accepts full and exclusive liability for the payment of, any and all contributions and taxes for Unemployment Compensation or Disability Insurance or Old Age Pension or Annuities now or hereafter imposed by any Federal or state governmental authority which are imposed with respect to or measured by wages, salaries, or other compensation paid by Contractor to persons employed by Contractor;

and Contractor further agrees to indemnify and save GoTriangle harmless against any and all such liability or claims therefor.

15. Accuracy of Financial Statements

Contractor agrees that all financial reports, settlements and billings to GoTriangle will properly reflect the facts about all activities and transactions handled for the account of GoTriangle, which data may be relied upon as being complete and accurate in any further recording and reporting made by GoTriangle for whatever purpose.

16. Non-Discrimination

To the extent permitted by North Carolina and federal law, such as Title VI of the Civil Rights Act, section 303 of the Age Discrimination Act of 1975, section 202 of the Amercian with Disabilities Act of 1990, the parties for themselves, their agents, trustees, officials, directors, officers, members, representatives, employees, and contractors agree not to discriminate in any manner or in any form based on actual or perceived age, mental or physical disability, sex, religion, creed, race, color, sexual orientation, gender identity or expression, familial or marital status, economic status, veteran status or national origin in connection with this Contract or its performance.

This section shall be binding on the successors and assigns of all parties with reference to the subject matter of the Contract.

17. Covenant Against Contingent Fees

Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Contractor for the purpose of securing business. In the event of a breach or violation of this warranty, GoTriangle shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the compensation set forth in this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

18. Delegation and Assignment

Contractor may not delegate the performance of any obligation to a third party unless mutually agreed in writing by Contractor and the third party. And provided further, this Agreement and the obligations hereunder cannot be assigned, subcontracted or delegated by Contractor without the written consent of GoTriangle.

19. Nonwaiver

No failure or waiver or successive failures or waivers on the part of either party, its successors or permitted assigns, in the enforcement of any condition, covenants, or article of this Agreement shall operate as a discharge of any such condition, covenant or article nor render the same invalid, nor impair the right of either party hereto, their successors or permitted assigns, to enforce the same in the event of any subsequent breaches by the other party hereto, its successors or permitted assigns.

20. Merger

This Agreement constitutes the entire agreement of the parties, all prior discussions, representations and agreements being merged herein. The Agreement may not be amended except in writing signed by both parties to the Agreement. The captions in this Agreement are for convenience only and shall not affect the substantive meaning of any provision herein.

21. Reference

Contractor shall obtain permission from GoTriangle prior to use of GoTriangle’s name as a reference, or in any of its promotional or reference material.

22. Contractor’s Personnel

GoTriangle reserves the right to request removal of any Contractor employee assigned to a project when, in the opinion of GoTriangle, the individual performance is unsatisfactory.

23. Certification on Israel Boycott

Contractor certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. § 147-86.81.

24. Notices

All official notices and communications under this Contract shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, if delivered personally to the party to whom notice is given, or (ii) at the date of actual receipt if mailed by United States mail, postage prepaid, return receipt requested. Notices and other communications shall be directed to the parties at the addresses listed below:

24.1. Contractor:

24.2. GoTriangle:

• If to GoTriangle:

GoTriangle Attn: President and CEO

P.O. Box 13787 (mail) Research Triangle Park, NC 27709

4600 Emperor Blvd, Ste 100 (delivery) Durham, NC 27703

• With a copy to:

GoTriangle Attn: General Counsel

P.O. Box 13787 (mail) Research Triangle Park, NC 27709

4600 Emperor Blvd, Ste 100 (delivery) Durham, NC 27703

Telephone, email, and fax communications with GoTriangle may be used to expedite discussions; however, none shall be deemed official communications under this Agreement unless and until they are confirmed in writing in accordance with the requirements of this Section.

25. No Third-Party Rights

Except as expressly set forth herein, the representations, warranties, terms and provisions of this Contract are for the exclusive benefit of the parties hereto and no other person or entity shall have any right or claim against either party by reason of any of these terms and provisions or be entitled to enforce any of these terms and provisions against either party.

26. Severability

If any part, term or provision of this Contract is judicially determined to be illegal or in conflict with any applicable law, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular part, term or provision held to be invalid or illegal.

27. Survivorship

Any and all provisions, promises and warranties contained herein which by their nature or effect are required or intended to be observed, kept or performed after termination of this Contract will survive the termination of this Contract and remain binding upon and for the benefit of the parties hereto.

28. Attachments

Any attachment or exhibit to this Contract will be incorporated into and made a part of this Contract. In the event of a conflict between the provisions contained in the body of this Contract and any attachment or exhibit, the terms in the body of this Agreement will control.

29. Separate Counterparts

This Contractor may be executed in one or more counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall together constitute and be one of the same instrument.

30. Iran Divestment Act

Pursuant to N.C.G.S. § 147-86.59, any person identified as engaging in investment activities in Iran, determined by appearing on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S. § 147-86.58, is ineligible to contract with the State of North Carolina or any political subdivision of the State. The Iran Divestment Act of 2015, N.C.G.S. § 147-86.55 et seq. requires that each vendor, prior to contracting with the State, certify that the contracting party meets the requirements of the Iran Divestment Act. The State Treasurer’s Final Divestment List can be found on the State Treasurer’s website at the address www.nctreasurer.com/Iran and will be up dated every 180 Days.

30.1. By execution of this Contract, Contractor certifies that neither he nor his agents, contractors, consultants, or subconsultants/contractors (i) are on the Final Divestment List of entities that the State Treasurer has determined engages in investment activities in Iran; (ii) shall not utilize on any contract with the State agency any subcontractor that is identified on the Final Divestment List; and (iii) that the undersigned are authorized by the parties to make this Certification.

30.2. During the term of this Contract, should Contractor receive information that a person is in violation of the Act as stated above, GoTriangle will offer the person an opportunity to respond and GoTriangle will take action as appropriate and provided for by law, rule, or contract. Should this Act be voided by NC General Statute, this Contract will remain valid; however this certification will no longer be required.

31. E-Verify

The Contractor shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes (E-Verify). Failure of the Contractor to comply with this provision or failure of his sub-contractors to comply could render this order void under North Carolina Law.

32. Debarment Policy

It is the policy of GoTriangle not to enter into any agreement with parties that have been debarred by any government agency (Federal or State). By execution of this agreement, both parties certify that neither it nor its agents or contractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this transaction.

file://///file/data/N01/data/users/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/AppData/Local/Microsoft/Windows/INetCache/AppData/Local/Microsoft/Windows/INetCache/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/jtravis/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/ZWLC9X7N/www.nctreasurer.com/Iran

33. 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 unforeseen events or circumstances that are 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, epidemics, pandemics, embargoes, or other catastrophic natural event or act of God.

34. Operational Continuity

Operational Continuity Contractor warrants that it will perform without relief notwithstanding being sold or acquired; no such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a consented delegation under Section 18. Delegation and Assignment, that expressly recognizes the event.

35. Acceptance Process

35.1. GoTriangle shall have the obligation to notify Contractor, in writing ten (10) calendar days following provision, performance (under a provided milestone or otherwise as agreed) or delivery of any Services or other Deliverables described in the Contractor that are not acceptable.

35.2. Acceptance testing is required for all Contractor supplied software and software or platform services unless provided otherwise in the solicitation documents or a Statement of Work. GoTriangle may define such processes and procedures as may be necessary or proper, in its opinion and discretion, to ensure compliance with the GoTriangle’s specifications, and Contractor’s Product Warranties and technical representations. GoTriangle shall have the obligation to notify Contractor in writing and within thirty (30) days following installation of any software deliverable if it is not acceptable.

35.3. Acceptance of Services or other Deliverables including software or platform services may be controlled by an amendment hereto, or additional terms as agreed by the Parties.

35.4. The notice of non-acceptance shall specify in reasonable detail the reason(s) a Service or given Deliverable is unacceptable. Acceptance by GoTriangle 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 any applicable inspection and testing procedures. Should a Service or Deliverable fail to meet any specifications or acceptance criteria, GoTriangle may exercise any and all rights hereunder. Services or 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 or errors contained in the Services or Deliverables or non-compliance with the specifications were not reasonably ascertainable upon initial inspection. If the Vendor fails to promptly cure or correct the defect or replace or re-perform the Services or Deliverables, GoTriangle reserves the right to cancel the Purchase Order, contract with a different Vendor, and to invoice the original Contractor for any differential in price over the original Contract price.

36. Patent, Copyright and Trade Secret Protection

36.1. The Contractor has created, acquired or otherwise has rights in, and may, in connection with the performance of Services for GoTriangle, 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 "Contractor technology"). To the extent that any Contractor technology is contained in any of the Services or Deliverables including any derivative works, the Contractor hereby grants GoTriangle a royalty-free, fully paid, worldwide, perpetual, non-exclusive license to use such Contractor technology in connection with the Services or Deliverables for GoTriangle's purposes.

36.2. Contractor 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 GoTriangle to Contractor. GoTriangle hereby grants Contractor a royalty-free, fully paid, worldwide, perpetual, non-exclusive license for Contractor's internal use to non-confidential deliverables first originated and prepared by the Contractor for delivery to GoTriangle.

36.3. The Contractor shall indemnify GoTriangle and its trustees, stakeholders, officers, directors, agents and employees against alleged liability, including costs, for alleged infringement of any United States patent (except a patent issued upon an application that is now or may hereafter be withheld from issue pursuant to a Secrecy Order under 35 U.S.C. § 181) arising out of the manufacture or delivery of s software, the performance of services under this Contract. The Contractor shall indemnify GoTriangle and its trustees, stakeholders, officers, directors, agents and employees against alleged liability, including costs, for alleged infringement of any United States patent (except a patent issued upon an application that is now or may hereafter be withheld from issue pursuant to a Secrecy Order under 35 U.S.C. § 181) arising out of the manufacture or delivery of software, the performance of services under this Contract. If the Contractor is not the original equipment manufacturer for manufactured software purchased under this Contract, it will ensure that the patent holder provides indemnity to GoTriangle under this clause. This indemnification shall not apply unless the Contractor is informed as soon as practicable by GoTriangle of the suit or action alleging such infringement and is given such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense thereof.

36.4. The Contractor, at its own expense, shall defend any action brought against GoTriangle to the extent that such action is based upon a claim that the Services or other Deliverables supplied by the Contractor, or the operation of such pursuant to a current version of Contractor-supplied software, infringes a patent, or copyright or violates a trade secret in the United States. The Contractor shall pay those costs and damages finally awarded against GoTriangle in any such action. Such defense and payment shall be conditioned on the following:

36.4.1. That the Contractor shall be notified within 120 days of GoTriangle’s knowledge of any such claim in writing by GoTriangle ; and,

36.4.2. That the Contractor 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 GoTriangle shall have the option to participate in such action at its own expense.

36.5. Should any Services or other Deliverables supplied by Contractor, or the operation thereof become, or in the Contractor'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, GoTriangle shall permit the Contractor, at its sole option and expense, either to procure for GoTriangle the right to continue using the Services or Deliverables, 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 Services or Deliverables by GoTriangle shall be prevented by injunction, the Contractor agrees to take back any goods/hardware or software, and refund any sums GoTriangle has paid Contractor l and make every reasonable effort to assist GoTriangle in procuring substitute Services or Deliverables. If, in the sole opinion of GoTriangle, the return of such infringing Services or Deliverables makes the retention of other Services or Deliverables acquired from the Contractor under the agreement impractical, GoTriangle shall then have the option of terminating the contract, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back Services or Deliverables and refund any sums GoTriangle has paid Contractor .

36.6. Contractor will not be required to defend or indemnify GoTriangle if any claim by a third party against GoTriangle for infringement or misappropriation results from GoTriangle's alteration of any Contractor-branded Service or Deliverable.

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

Instructions to Offerors

Research Triangle Regional Transportation Authority d.b.a. GoTriangle ("GoTriangle") invites qualified and experienced firms to submit Proposals for consideration to contract with GoTriangle to provide an Network Infrastructure & Internet Services Provider.

1. Anticipated Project Schedule

RFP Issue Date: 03/26/2026

Pre-Offer Conference: Pre-Offer conference will not be conducted

Requests For Clarification Due: 4/07/2026 before 2:00 PM local NC time

Exceptions to Terms and Conditions, if applicable: 4/07/2026 before 2:00 PM local NC time

Addendum Published, if applicable: 4/10/2026

Proposal Due Date and Time: 4/15/2026 before 2:00 PM local NC time

Proposal Evaluation: 4/29/2026

Negotiations and BAFO, if applicable: 5/06/2026

Notice of Intent to Award: 5/13/2026

Contract Execution: Upon GoTriangle’s Board approval, if applicable

2. Requests for Clarification

Offerors with questions regarding the solicitation shall submit all inquiries in writing to Steven Jones, Procurement Officer at Sjones@gotriangle.org, by the Requests For Clarification Due date listed in the Section 1. Anticipated Project Schedule. The inquiries shall reference the solicitation page and section.

3. Pre-…