RFP Banking Services Asheboro City Schools 3.18.2025.docx

Asheboro City Schools Request for Proposals Purchasing Department 1126 S. Park Street Asheboro, NC 27203 (336)625-5104

Direct All Inquiries To: Gina Delk gdelk@asheboro.k12.nc.us Request For Proposals:

147-2025 Banking Services

Questions Due Date:

2:00 PM April 01, 2025 Proposal Due Date:

2:00 PM April 10, 2025

NOTICE TO BIDDERS

Proposals, subject to the conditions made a part hereof will be received at this office 1126 S. Park Street, Asheboro NC 27203, until 2:00 PM EST on the day of opening for furnishing and delivering the commodity/services as described herein. Proposals submitted via facsimile (FAX) machine and email in response to this Request for Proposals will not be accepted.

EXECUTION

In compliance with this Request for Proposals (RFP), and subject to all the conditions herein, the undersigned Vendor offers and agrees to furnish and deliver any or all items upon which prices are proposed, at the prices set opposite each item within the time specified herein. By executing this proposal, the undersigned Vendor certifies that this proposal is submitted competitively and without collusion (G.S. 143-54), that none of its officers, directors, or owners of an unincorporated business entity has been convicted of any violations of Chapter 78A of the General Statutes, the Securities Act of 1933, or the Securities Exchange Act of 1934 (G.S. 143-59.2), and that it is not an ineligible Vendor as set forth in G.S. 143-59.1. False certification is a Class I felony. Furthermore, by executing this proposal, the undersigned certifies to the best of Vendor’s knowledge and belief, that it and its principals are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. As required by G.S. 143-48.5, the undersigned Vendor certifies that it, and each of its sub-Contractors for any Contract awarded because of this RFP, complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system.

Offer valid for 60 days from date of opening, unless otherwise stated. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the agency issuing this RFP.

1.0 PURPOSE AND BACKGROUND

Asheboro City Schools (ACS) is seeking proposals from qualified and interested banking institutions who operate within the legal jurisdiction of Asheboro City. Please see section 4.0 REQUEST FOR PROPOSAL DOCUMENT for further information.

2.0 GENERAL INFORMATION

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

Minority and Women Owned Business Enterprise (MWBE) The Board of Education awards public contracts without regard to race, religion, color, creed, national origin, sex, age or handicapped condition as defined by North Carolina General Statutes, 168A-3. ACS Board of Education promotes full and equal access to business opportunities with Asheboro City Schools. Minority businesses are encouraged to submit bids for this project. All vendors shall have a fair and reasonable opportunity to participate in ACS business opportunities.

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

SPECIFIC INFORMATION

Proposal Questions Upon review of the RFP documents, vendors may have questions to clarify or interpret the RFP in order to submit the best proposal possible. To accommodate the proposal questions process, vendors shall submit any such questions by 2:00 PM, April 01, 2025.

Instructions:

Written questions shall be emailed to Gina Delk (gdelk@asheboro.k12.nc.us) by the date and time specified above. Vendors will enter “RFP 147 2025 Banking Services – Questions” as the subject for the email. Question submittals will include a reference to the applicable RFP section and be submitted in a format shown below:

Questions received prior to the submission deadline date, ACS’s response, and any additional terms deemed necessary by ACS will be posted in the form of an addendum. No information, instruction or advice provided orally or informally by any ACS personnel, whether made in response to a question or otherwise regarding this RFP, shall be considered authoritative or binding. Vendors shall be entitled to rely only on written material contained in an addendum to this RFP.

Proposal Submittal Sealed proposals, subject to the conditions made a part hereof and the receipt requirements described below, shall be received at the address indicated below, as described herein. Two (2) copies of the proposal should be addressed in an envelope with the RFP number as shown below. It is the responsibility of the bidder to have the proposal in the Asheboro City Schools Purchasing office by the specified time and date of opening. Proposals shall be marked on the outside of the sealed envelope with the Vendor’s name, RFP number and date and time of opening. Attempts to submit a proposal via facsimile (FAX) machine, e-mail, or telephone, in response to this Request for Proposals will not be accepted. Proposals are subject to rejection unless submitted with the information above included on the outside of the sealed package.

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

RFP 147 2025 Banking Services Gina Delk/Purchasing Department Asheboro City Schools 1126 S. Park Street Asheboro, NC 27203

3.0 AWARD AND PROPOSAL EVALUATION

Review and Award Please see 4.0 REQUEST FOR PROPOSAL DOCUMENT, H. Statements, 10. Proposal Evaluation, section. Asheboro City Schools reserves the right to reject any or all proposals presented and to waive any informalities and irregularities. All projects are awarded contingent upon funding. No bid may be withdrawn after the scheduled closing time for the receipt of proposals for a period of 60 days.

Evaluation Criteria All qualified proposals will be evaluated, and award will be made based on consideration of criteria. Please see 4.0 REQUEST FOR PROPOSAL DOCUMENT, H. Statements, 10. Proposal Evaluation, section.

4.0 REQUEST FOR PROPOSAL DOCUMENT

1. Introduction Asheboro City Schools (ACS) is seeking proposals from qualified and interested banking institutions who operate within the legal jurisdiction of Asheboro City.

The vendor must be able to demonstrate previous experience with the type of work described herein. The submittal should include the firm’s qualifications, project team, resumes, detailed scope/requirements below. A schedule of applicable hourly rates should be included in the submittal should they be required.

2. Scope of Work Requested Banking Services The Board maintains fourteen (14) accounts through our current Banks. The following accounts will be included:

9 Separate School Accounts

1. Account Requirements

A. Cash balances referred to above will be invested in instruments meeting the requirements of North Carolina General Statute 159-30.

Agree to Provide: _______________

Comments:

B. The Board requires the use of the Pooling Method of collateralization for public deposits in excess of the FDIC $100,000 coverage. Indicate that the Bank is a Pooling Method financial institution.

Comments:

C. All methods presented to invest cash balances have been approved by the Local Government Commission as acceptable for school systems, meeting both legal and safekeeping requirements.

Comments:

D. The Bank will allow the account to be drafted as requested by the Board for State and Federal agencies.

Comments:

2. Banking Supplies & Remote Deposit

A. The Bank will provide all necessary banking transaction items such as deposit slips, night deposit bags, and coin and currency wrappers as required. Also, provide the necessary equipment to do remote (on-line) check deposit.

Comments:

3. Processing Procedures

A. The Bank shall give all deposits received by 5:00 p.m. credit as good ledger balance funds for the same day.

Comments:

B. The available funds or collected balance will be determined by the following maximum clearing schedule:

Same Day: Cash, wire transfers, ACH items, transfers between accounts and items drawn on Bank.

Next Day: Items on local institutions and warrants. Other items will follow the Federal Reserve Availability Schedule.

Comments:

C. All checks returned for uncollected or insufficient funds must be presented twice before debiting the Board’s account.

Comments:

D. The Board would like to receive same day notification when an item has been returned due to errors, uncollected or insufficient funds.

Comments:

E. Bank-generated debits and credits must be forwarded to the Accounting Department of the Board the next business day. Duplicate copies must be sent on all ACH debits and credits related to Payroll items.

Comments:

F. The Bank should provide a secure, internet-based banking package that allows authorized Board employees to issue stop payments and check balances of accounts. Requests should be processed the same day. As a backup, the Bank will provide the Board with alternate procedures to issue stop payments and will process requests on the same day.

Comments:

G. Research items (lost check, deposits, etc.) will be furnished within 48 hours of the request.

Comments:

4. Wire Transfers and ACH

A. The Bank must maintain wire transfer facilities to the Federal Reserve Bank and, on a same-day basis, conduct electronic wire transfers of funds for both outgoing and incoming wire transfers.

Comments:

B. The Bank must maintain ACH facilities to the Federal Reserve Bank and, on the effective date provided by the Board, conduct electronic transfers of funds for both outgoing and incoming ACH items.

Comments:

C. All incoming wires and ACH credits received prior to the Federal Reserve deadline will be considered collected funds in the Board’s account for that business day.

Comments:

D. The Bank should provide a secure, internet-based banking package that can be used to initiate and process account transfers, wire transfer and ACH items including any related payroll tax deposits, federal or state, from authorized Board employees. As a backup, the Bank will provide the Board with alternate procedures to process these requests.

Comments:

E. The Bank’s deadline for accepting outgoing wire transfer and ACH items should be no earlier than 12:00 p.m. Please state the deadline for both.

Comments:

F. The Bank will trace from origin to destination all wire transfers ordered by 12:00 p.m. and not received by the destination party by 3:00 p.m. and also ascertain the identity of the party responsible for delaying the transfer.

Comments:

G. The Bank will trace from origin to destination all ACH items initiated by the Board and not received by the Board or destination party the next business day and also ascertain the identity of the party responsible for delaying the transfer.

Comments:

H. The Bank will be responsible for any loss sustained by the Board as a result of the Bank’s failure to transfer funds as instructed; however, in such a case, liability shall extend only to the resulting direct loss, and not to any consequential special loss or damages.

Comments:

5. Direct Deposits

A. The Board currently provides direct deposit of its employees’ payroll checks. The Bank should provide this capability and assist the Board in the implementation of this process. A complete disclosure of the processing requirements should be provided.

Comments:

6. Monthly Statements/Account Analysis/Reconciliation Services

A. The Bank shall deliver, within ten (10) calendar days after the end of each month, a detailed itemized statement showing date and amount of each transaction, including check number (if applicable).

Comments:

7. Online Banking Requirements

A. The Bank is to provide a secure, internet-based banking package that allows authorized Board employees to access account information. The Bank should assist the Board in setup and training of the package.

Name of Package: __________________________________________

Comments:

B. The system should allow the Board to verify wire transfer/ACH debits and credits and access all associated detail received by the Bank regarding these items.

Comments:

8. Positive Pay Service

A. The Board would like to have the ability to provide positive pay services for the Board’s Accounts Payable and Payroll check batches for fraud prevention purposes. Accounts Payable batches are run three to four times a week, and Payroll batches are run twice a month. Please provide details and all costs for the Bank’s positive pay program.

Bank is able to provide this service?

Compensation The Board will compensate the Bank by either the holding of a non-interest-bearing time deposit at the Bank or through the payment of direct fees. The Bank may use one or both of the compensation methods.

Compensation Balance Required: $__________________________________

Comments:

3. Preparation of Response All submittals must be signed by an authorized official. Submittals that contain omissions, erasures, alterations, or additions not called for, conditional responses, or that contain irregularities of any kind may be rejected. Rates for reimbursable expenses, including office supplies and travel expenses, as well as a schedule of hourly rates shall be included with the response. Taking exception to the terms and conditions included in this RFQ or submitting conflicting language will cause the submittal response to be considered unresponsive and will be rejected.

4. Clarifications Asheboro City Schools reserves the right to make clarifications, corrections, or changes in this RFP at any time prior to the time proposals are opened. Questions and requests for information must be submitted before to 2 p.m. local time on April 01, 2025 to Gina Delk at gdelk@asheboro.k12.nc.us. All prospective Consultants will be informed of said clarifications, corrections, or changes via an emailed addendum.

5. ACS General Provisions

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

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

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

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

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

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

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

8. Public Record and Confidential Information

i. Following announcement of an award decision, all submissions in response to this RFP will be considered public records for public inspection pursuant to the State of North Carolina General Statutes, Chapter 132.

ii. In the event a request is made to produce a proposal, ACS will provide the proposal to the requester. ACS will not undertake to determine where any proposal or part of proposal is confidential or otherwise protected from disclosure.

iii. ACS, at its sole discretion, reserves the right to recognize and waive minor informalities and irregularities found in proposals.

9. If a vendor cannot meet the specifications as described in this RFP, vendor may propose a functionally equivalent alternate solution. Vendor must provide an explanation of the equivalency. ACS reserves the right to refuse an alternative proposal.

10. All applicable laws, whether or not herein contained, will be included by this reference. It will be vendor’s responsibility to determine the applicability and requirements of any such laws and to abide by them.

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

6. Number of Awards and Contract

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

2. ACS is seeking a proposal to provide services, as defined in this RFP.

7. RFP Response Submission

1. Responses must be addressed and delivered to:

Gina Delk, Purchasing Agent Asheboro City Schools 1126 S. Park Street Asheboro, NC 2203 gdelk@asheboro.k12.nc.us

2. Sealed responses bearing the title of the RFP must be received at the above address no later than the date and time listed in the Schedule of Events.

3. Response may be delivered by USPS, courier, package delivery service, or in person. Fax and e-mail responses are not accepted.

4. Responses arriving any time after the date and time listed in the Schedule of Events will not be accepted.

8. Completeness and Intention

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

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

9. Partnerships and Subcontracts

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

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

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

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

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

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

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

10. Proposal Evaluation

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

A. Vendor’s RFP response as to its completeness and conformity to all requirements B. Vendor’s experience with the services requested C. Compliance with the terms and conditions D. Vendor’s client history and business stability E. Vendor’s client references F. Overall costs G. Any other factors which ACS deems to be in its best interests

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

11. Schedule of Events

12. Notice of Acceptance

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

2. Vendor may be requested to present their proposal to an ACS Review-Committee meeting. Travel expenses are the responsibility of the vendor(s).

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

5.0 REFERENCES

1. Vendor will include a brief synopsis of at least three (3) experiences of similar scope and complexity to the work under this RFP. This whole section should not exceed 3 pages. For each reference, please provide for each project reference:

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

6.0 TERMS AND CONDITIONS

Part 1 General The following terms and conditions are in addition and complimentary to terms and conditions stated elsewhere in this RFP.

Part 2 Performance and Default

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

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

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

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

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

APPENDIX A: GENERAL CONTRACTUAL TERMS AND CONDITIONS

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

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

3. RIGHTS RESERVED. The Requester reserves the right to waive any formality; amend the solicitation; cancel or terminate this RFP; to reject any or all of the proposals submitted, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered; noncompliance with the requirements or intent of this solicitation; waive any undesirable, inconsequential, or inconsistent provisions of this document which would not have significant impact on any proposal; if the response to this solicitation demonstrates a lack of competition, negotiate directly with one or more Responders; not award, or if awarded, terminate any contract if the Requestor determines adequate funds are not available; or any other determination that rejection would be in the best interest of the Requestor.

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

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

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

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

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

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

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

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

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

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

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

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

PAYMENTS SHALL BE PAID TO RESPONDER(S) AT ADDRESS AS SHOWN ON THE PURCHASE ORDER. ADVANCED PAYMENTS WILL NOT BE ALLOWED.

9. FAMILY EDUCATIONAL RIGHTS & PRIVACY ACT. Student educational records are subject to 20 U.S.C. 1232g, Family Rights and Privacy Act (FERPA) and may not be disclosed except in very limited circumstances. The contractor shall ensure that every employee responsible for carrying out the terms of this contract is aware of the confidentiality requirements of federal law. In addition, every such employee must sign a confidentiality acknowledgement that indicates that he or she understands the legal requirements for confidentiality. The contractor is responsible for the actions of its employee and must take all precautions necessary to ensure that no violations occur. Finally, access to personally identifiable student education information shall be limited to those employees who must have access to it in order to perform their responsibilities pursuant to this contract.

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

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

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

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

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

15. REGISTERED SEX OFFENDERS: Responder acknowledges that Requestor’s “Registered Sex Offenders” policy prohibits anyone registered or required to register as a sex offender from being present on any Requestor property for any reason, whether before, during or after school hours, or on or off of Requestor’s property. Responder expressly agrees that it, and any of its employees, will comply with this policy and acknowledges that any individuals that violate this policy are subject to removal from Requestor’s property by Requestor and/or law enforcement officials and may also be subject to criminal prosecution. If Responder, any of Responder’s employees, or any of Responder’s subcontractors or employees of subcontractors will have any direct interaction with students, then Responder or the subcontractor must (i) on an annual basis conduct a check of the N.C. Sex Offender and Public Protection Registration Program, the N.C. Sexually Violent Predator Registration Program and the National Sex Offender Registry for all such employees; and (ii) prohibit individuals listed on such registries from being on Requestor property.

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

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

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

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

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

21. ACCEPTANCE CRITERIA: In the event acceptance of Deliverables is not described in additional Contract documents, the Requestor shall have the obligation to notify Responder, in writing ten calendar days following installation of any Deliverable described in the Contract if it is not acceptable. The notice shall specify in reasonable detail the reason(s) a deliverable is unacceptable. Acceptance by the Requestor shall not be unreasonably withheld; but may be conditioned or delayed as required for installation and/or testing of Deliverables. Final acceptance is expressly conditioned upon completion of all applicable inspection and testing procedures. Should the Deliverables fail to meet any specifications or acceptance criteria the Requestor may exercise any and all rights hereunder, including such rights provided by the Uniform Commercial Code as adopted in North Carolina. Deliverables discovered to be defective or failing to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the Deliverables or non-compliance with the specifications was not reasonably ascertainable upon initial inspection. If the Responder fails to promptly cure the defect or replace the Deliverables, the Requestor reserves the right to cancel the Purchase Order, contract with a different Responder, and to invoice the original Responder for any differential in price over the original Contract price. When Deliverables are rejected, the Responder must remove the rejected Deliverables from the premises of the Requestor within seven (7) calendar days of notification, unless otherwise agreed by the Requestor. Rejected items may be regarded as abandoned if not removed by Responder as provided herein.

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

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

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

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

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

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

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

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

30. PATENT, COPYRIGHT, AND TRADE SECRET PROTECTION:

a. Responder has created, acquired or otherwise has rights in, and may, in connection with the performance of services for the Requestor, employ, provide, create, acquire or otherwise obtain rights in various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and…