Men's Basketball Bus

RFP # 73-RFP00613 Vendor: ____________________________________ Ver: 7/1/15 Page 1 of 29 STATE OF NORTH CAROLINA WESTERN CAROLINA UNIVERSITY Invitation for Bid #: 73-RFP00613 DESCRIPTION: Men’s Basketball Bus Date of Issue: 08/27/2021 Bid Opening Date: 09/07/2021 At 2:00 pm ET Direct all inquiries concerning this RFQ to: Brent Russ Purchasing Specialist Email: bdruss@wcu.edu Phone: 828-227-7203 RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 2 of 29 STATE OF NORTH CAROLINA Request for Proposal # RFP # 73-RFP00613 ______________________________________________________ For internal State agency processing, including tabulation of proposals, please provide your company’s Federal Employer Identification Number or alternate identification number (e.g. Social Security Number). Pursuant to North Carolina General Statute 132-1.10(b) this identification number shall not be released to the public. This page

will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection. This page is to be filled out and returned with your proposal. ID Number: ______________________________________________________ Federal ID Number or Social Security Number ___________________________________________________ Vendor Name RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 3 of 29 EXECUTION In compliance with this Request for Proposals, 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 bid, 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 as a result 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. G.S. 133-32 and Executive Order 24 (2009) prohibit the offer to, or acceptance by, any State Employee associated with the preparing plans, specifications, estimates for public Contract; or awarding or administering public Contracts; or inspecting or supervising delivery of the public Contract of any gift from anyone with a Contract with the State, or from any person seeking to do business with the State. By execution of any response in this procurement, you attest, for your entire organization and its employees or agents, that you are not aware that any such gift has been offered, accepted, or promised by any employees of your organization. Failure to execute/sign proposal prior to submittal shall render proposal invalid and it WILL BE REJECTED. Late proposals cannot be accepted. VENDOR: STREET ADDRESS: P.O. BOX: ZIP: CITY & STATE & ZIP: TELEPHONE NUMBER: TOLL FREE TEL. NO: PRINCIPAL PLACE OF BUSINESS ADDRESS IF DIFFERENT FROM ABOVE (SEE INSTRUCTIONS TO VENDORS ITEM #10): PRINT NAME & TITLE OF PERSON SIGNING ON BEHALF OF VENDOR: FAX NUMBER: VENDOR’S AUTHORIZED SIGNATURE: DATE: E-MAIL: Offer valid for at least 60 days from date of proposal opening, unless otherwise stated here: ______ days. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the agency issuing this RFP. STATE OF NORTH CAROLINA WESTERN CAROLINA UNIVERSITY PURCHASING DEPARTMENT 301 H F ROBINSON BLDG CULLOWHEE, NC 28723 Refer ALL Inquiries regarding this RFP to: Brent Russ Purchasing Department Western Carolina University Phone: 828-227-7203 Fax: 828-227-7444 Email: bdruss@wcu.edu Request for Proposal # 73-RFP00613 Proposals will be publicly opened: 09/07/2021 @ 2:00PM ET Contract Type: Open Market Commodity No. and Description: Bus Charter Using Agency: Western Carolina University Requisition No.: Issue Date: 08/27/2021 mailto:bdruss@wcu.edu RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 4 of 29 FOR STATE USE ONLY: Offer accepted and Contract awarded this ____ day of _______________, 20____, as indicated on the attached certification, by _______________________________________________ . (Authorized Representative of Western Carolina University). ACCEPTANCE OF PROPOSAL If any or all parts of this proposal are accepted by the State of North Carolina, an authorized representative of the Western Carolina University shall affix his/her signature hereto and this document and all provisions of this Request For Proposal along with the Vendor proposal response and the written results of any negotiations shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful Vendor(s). RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 5 of 29 Table of Contents PURPOSE AND BACKGROUND ................................................................................................ 6 GENERAL INFORMATION ........................................................................................................... 9 2.1 REQUEST FOR PROPOSAL DOCUMENT .......................................................................... 9 2.2 NOTICE TO VENDORS REGARDING RFP TERMS AND CONDITIONS ....................... 9 2.3 RFP SCHEDULE...................................................................................................................... 10 2.4 PROPOSAL QUESTIONS ...................................................................................................... 10 2.5 PROPOSAL SUBMITTAL ....................................................................................................... 11 2.6 PROPOSAL CONTENTS ....................................................................................................... 11 2.7 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS ......................................................... 11 3.0 METHOD OF AWARD AND PROPOSAL EVALUATION PROCESS ................................. 12 3.1 METHOD OF AWARD ............................................................................................................ 12 3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING EVALUATION12 3.3 PROPOSAL EVALUATION PROCESS ............................................................................... 12 3.4 EVALUATION CRITERIA ....................................................................................................... 13 3.5 PERFORMANCE OUTSIDE THE UNITED STATES ......................................................... 13 3.6 INTERPRETATION OF TERMS AND PHRASES .............................................................. 13 REQUIREMENTS ......................................................................................................................... 13 4.1 CONTRACT TERM .................................................................................................................. 14 4.2 PRICING .................................................................................................................................... 14 4.3 INVOICES ................................................................................................................................. 14 4.4 PAYMENT TERMS .................................................................................................................. 14 4.5 FINANCIAL STABILITY ......................................................................................................... 14 4.6 VENDOR EXPERIENCE ........................................................................................................ 14 4.7 REFERENCES ......................................................................................................................... 14 4.8 PERSONNEL ............................................................................................................................ 14 4.9 VENDOR’S REPRESENTATIONS ....................................................................................... 15 SCOPE OF WORK ....................................................................................................................... 15 CONTRACT ADMINISTRATION ............................................................................................... 15 6.1 PROJECT MANAGER AND CUSTOMER SERVICE ........................................................ 15 6.2 POST AWARD MANAGEMENT REVIEW MEETINGS ..................................................... 15 6.3 DISPUTE RESOLUTION ........................................................................................................ 15 6.4 CONTRACT CHANGES ......................................................................................................... 16 ATTACHMENT A: INSTRUCTIONS TO VENDORS ..................................................................... 17 ATTACHMENT B: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS20 ATTACHMENT C: COST RESPONSE ........................................................................................... 26 ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR .................................. 27 RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 6 of 29 ATTACHMENT E: SUPPLEMENTAL VENDOR INFORMATION .............................................. 28 ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION ........................................... 29 PURPOSE AND BACKGROUND Western Carolina University is a public university and part of the 16 institutions within the University of North Carolina System. WCU seeks proposals from qualified vendors to provide charter busses for band events. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. SCOPE OF SERVICES Vehicles to be provided under this agreement should include: Passenger Coach Age: 10 years or less Full reclining seats with arm rests and foot rests TV monitors with VCR and DVD Enclosed under carriage storage with locks Secured overhead storage AM/FM cassette/CD stereo system WI-FI & Satellite Operating heating and A/C system Restrooms Front kneeling capacity or retractable step Fire extinguishers First Aid Kit No smoking policy Public address system Buses: Fire extinguishers First Aid Kit No smoking policy All vehicles provided under this agreement should be owned or leased by the bidder. If in an emergency, subcontracting must occur, the subcontractor must meet the same excellent standards provided by the bidder. All motor coaches/vehicles provided must be in excellent physical and mechanical condition and meet all Federal Highway Administration and North Carolina Department of Transportation (DOT) regulations. The exterior of the bus must present an excellent appearance, well painted and clean with no signs of damage. The interior of the bus must be a non-smoking environment, clean with upholstery and flooring in excellent condition. The restrooms must be clean, well maintained, odor-free and completely functional at all times. All heat, air conditioning, seats and audio/visual equipment shall be fully functional and in excellent operating condition. ALL MOTOR COACHES TO HAVE THE SAME EXTERIOR PAINT RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 7 of 29 THEME / AND INTERIOR AMENITIES. All motor coaches used in the performance of any trip under this agreement shall be fully licensed to provide charter bus service through all states and territories traveled. Contractor is required to furnish drivers with detailed, accurate directions to all destinations and return as well as verifying all trips with the authorized University liaison prior to dispatch. The University will not be responsible for any trips or charges which are not confirmed prior to dispatch. The driver must be familiar with the designated routes so as to prevent any delays and extra miles logged due to driver error beyond a reasonable mistake. Drivers to be aware of any road construction and chart alternative routes to avoid delays. An additional driver must be provided for long trips exceeding the Federal DOT allowable driving hours for one driver. Drivers must be qualified, licensed and professional. They must have a valid commercial driver's license to operate a motor coach for hire in the United States, meet all DOT standards (federal and state), have passed all required testing, and have a good driving record. All drivers’ credentials shall be available for review by the University prior to an award and prior to each trip. The University shall have the authority to reject any driver that it deems unacceptable. The driver must open lower storage doors, assist with packing and unpacking and if requested, drop group off at destination before parking. Drivers must have radio, cellular and pager communication or other methods for immediate communication to contact assistance or law enforcement that is acceptable to the University. The contractor must have available on-road service arrangements and/or an acceptable replacement vehicle(s) in the event of an accident or mechanical failure. Any additional costs incurred by the University to obtain alternate transportation as a result of the contractor's inability to complete the trip as required will be deducted from any amount due the contractor. Contractor must provide a current copy of their Certificate of Insurance. The award vendor must name Western Carolina University and its Board of Trustees as additional insured and the certificate must be received and approved before commencement of operations. Insurance coverage must meet the requirements established by North Carolina and Federal Highway Administration. Assigned subcontractors must comply with the same insurance coverage and shall secure the same Certificate of Insurance. Each policy and respective Certificate of Insurance shall expressly provide that no less than thirty (30) days prior written notice shall be given to the University Purchasing Department in the event of material alteration, cancellation, nonrenewal or expiration of the coverage contained in such policy or evidenced by such Certificate of Insurance. It will be the contractor’s responsibility to assure all subcontractors are in compliance with the requirements of this RFP. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 8 of 29 Vendor must be capable of demonstrating proposed equipment within seven (7) consecutive calendar days after notification at no additional cost to the University. If required, this will be a comprehensive demonstration at a site designed by the University with hands-on participation by the University operators if necessary. Bids which fail to comply with this requirement may be subject to rejection. Scheduling, including estimated departure and arrival times are provided herein. Adjustments in departure and arrival times may be made up to within the day prior to travel. Trips are subject to cancellation due to unforeseen circumstances. When this occurs, University personnel will strive to notify the contractor as soon as possible. In cases where cancellation of a trip occurs at least four (4) hours before embarking or before the driver has been dispatched, there will be no trip and/or penalty charges assessed. Should the contractor arrive more than thirty (30) minutes behind schedule, all charges related to obtaining other transportation necessary to meet the group’s itinerary either by University personnel or the contractor, will be the responsibility of the contractor. Contractor must have documented experience in the charter bus service business. Prices bid by charter operators should not include highway tolls, bridge tolls or airport fees. These costs are to be invoiced at actual cost, in addition to charges. WCU reserves the right to make partial or multiple awards: where it is advantageous to award separately by sport or groups. PROPOSAL REQUIREMENTS The following must be provided with the proposal: Pricing for the trips identified in the enclosed schedules. The number of years in the charter bus business. A list of buses in fleet with age and capacity A complete list of all employees including name, job title and years with the company. This must include management, administration, drivers, mechanics and support staff. Driver list must show Commercial Driver's License (CDL), physicals, first aid, Defensive Driving Course (DDC), accident and violation history, and all related details. Should have a satisfactory rating from FMCSA/DOT. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 9 of 29 Copy of U.S.DOT Satisfactory Rating and DOT number. $5 Million Dollars minimum in liability Insurance Copies of insurance policies. A list of subcontractors used with a Certificate of Liability for each. Copies of all I.F.T.A. (International Fuel Tax Agreement) and S.S.R. (Single State Registration). Company handbook, employee manual, on-site instructional manual for emergencies, and other documentation that describes in detail how company operates particularly in relation to driver and vehicle operations, training and safety. Contingency plans for breakdowns. All support services and resources available, such as cooperative agreements with other bus companies, memberships in American Bus Association, N.C. Motor Coach Association and National Safety Council. All license certificates. References (including contact persons and telephone numbers) for: Banking Services Insurance Companies Suppliers Customers (a minimum of five (5) for whom similar services have been provided) GENERAL INFORMATION 2.1 REQUEST FOR PROPOSAL DOCUMENT The RFP is comprised of the base RFP 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. 2.2 NOTICE TO VENDORS REGARDING RFP TERMS AND CONDITIONS It shall be the Vendor’s responsibility to read the Instructions, the State’s 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 in connection with this RFP. If Vendors have questions, issues, or exceptions regarding any term, condition, or other component within this RFP, those must be submitted as questions in accordance with in the instructions in Section 2.4 PROPOSAL QUESTIONS. If the State determines that any changes will be made as a result of the points raised, then such decisions will be communicated in the form of an RFP addendum. The State may also elect to leave open the RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 10 of 29 possibility for later negotiation of specific components of the Contract that have been addressed during the question and answer period. Other than through this process, the State rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor’s proposal. This applies to any language appearing in or attached to the document as part of the Vendor’s proposal that purports to vary any terms and conditions or Vendors’ instructions herein or to render the proposal non-binding or subject to further negotiation. By execution and delivery of this RFP Response, the Vendor agrees that any additional or modified terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect, and will be disregarded. Noncompliance with, or any attempt to alter or delete, this paragraph shall constitute sufficient grounds to reject Vendor’s proposal as nonresponsive. 2.3 RFP SCHEDULE The table below shows the intended schedule for this RFP. The State will make every effort to adhere to this schedule. Event Responsibility Date and Time Issue RFP State 08/27/2021 Hold Pre-Proposal Meeting/Site Visit State N/A Submit Written Questions Vendor 09/01/2021 @ 10:00AM ET Provide Response to Questions State 09/02/2021 @ 5:00 PM ET Approximate Submit Proposals Vendor 09/07/2021 @ 2:00 PM ET Contract Award State TBD Contract Effective Date State TBD 2.4 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 the above due date. Written questions shall be e-mailed to bdruss@wcu.edu by the date and time specified above. Vendors should enter “RFP # 73-RFP00613 Questions” as the subject for the email. Questions submittals should include a reference to the applicable RFP section and be submitted in a format shown below: Reference Vendor Question RFP Section, Page Number Vendor question…? Questions received prior to the submission deadline date, the State’s response, and any additional terms deemed necessary by the State will be posted in the form of an addendum to the Interactive Purchasing System (IPS) http://www.ips.state.nc.us, as well as Bonfire.com, and shall become an Addendum to this RFP. No information, instruction or advice provided orally or informally by any State personnel, whether made in response to a question or otherwise in connection with this RFP, shall be considered authoritative or binding. Vendors shall rely only on written material contained in an Addendum to this RFP. http://www.ips.state.nc.us/ RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 11 of 29 2.5 PROPOSAL SUBMITTAL Attempts to submit a Bid via mail, facsimile (FAX) machine, telephone or electronic means, including but not limited to e-mail, in response to this Invitation for Bids will not be accepted. Contact with anyone working for or with the State regarding this RFP other than the State Contract Lead named on the face page of this RFP in the manner specified by this RFP shall constitute grounds for rejection of said Vendor’s offer, at the State’s election. 2.6 PROPOSAL CONTENTS Vendors shall populate all attachments of this RFP that require the Vendor to provide information and include an authorized signature where requested. Vendor RFP responses shall include the following items and those attachments should be arranged in the following order: a) Title Page: Include the company name, address, phone number and authorized representative along with the Proposal Number. b) Completed and signed version of EXECUTION PAGES, and signed receipt pages of any addenda released in conjunction with this RFP c) ATTACHMENT A: INSTRUCTIONS TO VENDORS d) ATTACHMENT B: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS e) Completed version of ATTACHMENT C: COST RESPONSE f) Completed and signed version of ATTACHMENT D: LOCATON OF WORKERS UTILIZED BY VENDOR g) Completed version of ATTACHMENT E: SUPPLEMENTAL VENDOR INFORMATION 2.7 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS a) BUYER: The employee of the State or Other Eligible Entity that places an order with the Vendor. b) CONTRACT LEAD: Representative of the Western Carolina University who corresponds with potential Vendors in order to identify and contract with that Vendor providing the greatest benefit to the State and who will administer the contract for the State. c) E-PROCUREMENT SERVICES: The program, system, and associated services through which the State conducts electronic procurement. d) FOB-DESTINATION: Title changes hand from Vendor to purchaser at the destination point of the shipment; Vendor owns commodity in transit and files any claims, and Vendor pays all freight and any related transportation charges. A solicitation may request Vendors to separately identify freight charges in their proposal, but no amount or charge not included as part of the total proposal price will be paid. e) QUALIFIED PROPOSAL: A responsive proposal submitted by a responsible Vendor. f) RFP: Request for Proposal g) STATE: The State of North Carolina, including any of its sub-units recognized under North Carolina law. h) STATE AGENCY: Any of the more than 400 sub-units within the executive branch of the State, including its departments, boards, commissions of higher education and other institutions. i) VENDOR: Supplier, bidder, proposer, company, firm, corporation, partnership, individual or other entity submitting a response to a Request for Proposal. SUBMISSION INSTRUCTIONS – MAILED COPIES WILL NOT BE ACCEPTED SEE SECTION 4.0 REQUIREMENTS FOR SUBMISSION INSTRUCTION RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 12 of 29 3.0 METHOD OF AWARD AND PROPOSAL EVALUATION PROCESS 3.1 METHOD OF AWARD All qualified proposals will be evaluated and awards will be made to the Vendor(s) meeting the RFP requirements and achieving the highest and best final evaluation, based on the criteria described in section 3.4 below. While the intent of this RFP is to award a Contract to single Vendor, the State reserves the right to make separate awards to different Vendors for one or more line items, to not award one or more line items or to cancel this RFP in its entirety without awarding a Contract, if it is considered to be most advantageous to the State to do so. The State reserves the right to waive any minor informality or technicality in proposals received. 3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING EVALUATION During the evaluation period—from the date proposals are opened through the date the contract is awarded—each Vendor submitting a proposal (including its representatives, sub-contractors and/or suppliers) is prohibited from having any communications with any person inside or outside the using agency, issuing agency, other government agency office, or body (including the purchaser named above, department secretary, agency head, members of the general assembly and/or governor’s office), or private entity, if the communication refers to the content of Vendor’s proposal or qualifications, the contents of another Vendor’s proposal, another Vendor’s qualifications or ability to perform the contract, and/or the transmittal of any other communication of information that could be reasonably considered to have the effect of directly or indirectly influencing the evaluation of proposals and/or the award of the contract. A Vendor not in compliance with this provision shall be disqualified from contract award, unless it is determined in the State’s discretion that the communication was harmless, that it was made without intent to influence and that the best interest of the state would not be served by the disqualification. A Vendor’s proposal may be disqualified if its sub-contractor and supplier engage in any of the foregoing communications during the time that the procurement is active (i.e., the issuance date of the procurement to the date of contract award). Only those discussions, communications or transmittals of information authorized or initiated by the issuing agency for this RFP or general inquiries directed to the purchaser regarding requirements of the RFP (prior to proposal submission) or the status of the contract award (after submission) are excepted from this provision. 3.3 PROPOSAL EVALUATION PROCESS The State shall review all Vendor responses based on criteria listed in section 3.4. The State shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP. The State will conduct a One-Step evaluation of Proposals: Proposals will be received from each responsive Vendor. All proposals must be received by the issuing agency not later than the date and time specified on the cover sheet of this RFP. At their option, the evaluators may request oral presentations or discussion with any or all Vendors for the purpose of clarification or to amplify the materials presented in any part of the proposal. Vendors are cautioned, however, that the evaluators are not required to request presentations or other clarification—and often do not; therefore, all proposals should be complete and reflect the most favorable terms available from the Vendor. Vendors are cautioned that this is a request for proposals, not a request to contract, and the State reserves the unqualified right to reject any and all offers at any time if such rejection is deemed to be in the best interest of the State. The State reserves the right to waive any minor informality or technicality in proposals received. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 13 of 29 3.4 EVALUATION CRITERIA All qualified proposals will be evaluated, and award made subject to the criteria listed below: • Pricing • Adherence to specifications • Past Experience • Completion of Attachments in this RFP 3.5 PERFORMANCE OUTSIDE THE UNITED STATES Vendor shall complete ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR. In addition to any other evaluation criteria identified in this RFP, the State may also consider, for purposes of evaluating proposed or actual contract performance outside of the United States, how that performance may affect the following factors to ensure that any award will be in the best interest of the State: Total cost to the State Level of quality provided by the Vendor Process and performance capability across multiple jurisdictions Protection of the State’s information and intellectual property Availability of pertinent skills Ability to understand the State’s business requirements and internal operational culture Particular risk factors such as the security of the State’s information technology Relations with citizens and employees Contract enforcement jurisdictional issues 3.6 INTERPRETATION OF TERMS AND PHRASES This Request for Proposal serves two functions: (1) to advise potential Vendors of the parameters of the solution being sought by the Department; and (2) to provide (together with other specified documents) the terms of the Contract resulting from this procurement. As such, all terms in the Request for Proposal shall be enforceable as contract terms in accordance with the General Terms and Conditions. The use of phrases such as “shall,” “must,” and “requirements” are intended to create enforceable contract conditions. In determining whether proposals should be evaluated or rejected, the Department will take into consideration the degree to which Vendors have proposed or failed to propose solutions that will satisfy the Department’s needs as described in the Request for Proposal. Except as specifically stated in the Request for Proposal, no one requirement shall automatically disqualify a Vendor from consideration. However, failure to comply with any single requirement may result in the Department exercising its discretion to reject a proposal in its entirety. REQUIREMENTS This Section lists the requirements related to this RFP. By submitting a proposal, the Vendor agrees to meet all stated requirements in this Section as well as any other specifications, requirements and terms and conditions stated in this RFP. If a Vendor is unclear about a requirement or specification or believes a change to a requirement would allow for the State to receive a better proposal, the Vendor is urged and cautioned to submit these items in the form of a question during the question and answer period in accordance with Section 2.4. To be considered, responding agencies shall have at a minimum (but not limited to) the following: Proposals must be submitted electronically at: https://wcu.bonfirehub.com RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 14 of 29 • Must upload RFP in a timely manner with all sections requiring responses completed and document signed. 4.1 CONTRACT TERM The initial term of the contract resulting from this RFP shall be the duration of the charter bus trip. 4.2 PRICING Proposal cost shall constitute the total cost to Buyer for complete performance in accordance with the requirements and specifications herein, including all applicable charges handling, administrative, travel and other similar fees. Vendor shall not invoice for any amounts not specifically allowed for in this RFP. Complete ATTACHMENT C: COST RESPONSE and include in Proposal. 4.3 INVOICES a) Invoices must bear the correct contract number and purchase order number to ensure prompt payment. The Vendor’s failure to include the correct purchase order number may cause delay in payment. b) Invoices must include an accurate description of the work for which the invoice is being submitted, the invoice date, the period of time covered, the amount of fees due to the Vendor and the original signature of the Vendor’s project manager. 4.4 PAYMENT TERMS a) The Vendor will be compensated at the rates quoted in the Vendor’s Cost Proposal. b) The Vendor will be paid net thirty (30) calendar days after the Vendor’s invoice is approved by the State. 4.5 FINANCIAL STABILITY Each Vendor shall certify it is financially stable by completing the ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION. The State is requiring this certification to minimize potential issues from Contracting with a Vendor that is financially unstable. From the date of the Certification to the expiration of the Contract, the Vendor shall notify the State within thirty (30) days of any occurrence or condition that materially alters the truth of any statement made in this Certification. 4.6 VENDOR EXPERIENCE In its Proposal, Vendor shall demonstrate experience with public and/or private sector clients with similar or greater size and complexity to the State of North Carolina. Vendor shall provide information as to the qualifications and experience of all executive, managerial, legal, and professional personnel to be assigned to this project, including resumes citing experience with similar projects for similar sized organizations and the responsibilities to be assigned to each person. 4.7 REFERENCES Vendors shall provide at least three (3) references for which your company has provided services of similar size and scope to that proposed herein. The State may contact these users to determine the services provided are substantially similar in scope and size to those proposed herein and Vendor’s performance has been satisfactory. Such information may be considered in the evaluation of the proposal. 4.8 PERSONNEL Vendor shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Contract Lead. Vendor shall notify the Contract Lead of any desired substitution, including the RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 15 of 29 name(s) and references of Vendor’s recommended substitute personnel. The State will approve or disapprove the requested substitution in a timely manner. The State may, in its sole discretion, terminate the services of any person providing services under this Contract. Upon such termination, the State may request acceptable substitute personnel or terminate the contract services provided by such personnel. 4.9 VENDOR’S REPRESENTATIONS a) Vendor warrants that qualified personnel shall provide services under this Contract 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 industry b) If any services, deliverables, functions, or responsibilities not specifically described in this Contract are required for Vendor’s proper performance, provision and delivery of the service and deliverables under this Contract, or are an inherent part of or necessary sub-task included within such service, they will be deemed to be implied by and included within the scope of the contract to the same extent and in the same manner as if specifically described in the contract. Unless otherwise expressly provided herein, Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecom- munications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and Deliverables. c) Vendor warrants that it has the financial capacity to perform and to continue perform its obligations under the contract; that Vendor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Vendor that could materially adversely affect performance of this Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of competent jurisdiction. SCOPE OF WORK See Attachment C. CONTRACT ADMINISTRATION 6.1 PROJECT MANAGER AND CUSTOMER SERVICE No Project Manager will be required; however, the vendor shall designate and make available to the State a company contact. This company contact shall be the State’s point of contact for contract related issues and issues concerning performance, progress review, scheduling and service. 6.2 POST AWARD MANAGEMENT REVIEW MEETINGS The Vendor, at the request of the State, shall meet with the State for Project Review meetings. The purpose of these meetings will be to review project progress reports, discuss Vendor and State performance, address outstanding issues, review problem resolution, provide direction, evaluate continuous improvement and cost saving ideas, and discuss any other pertinent topics. 6.3 DISPUTE RESOLUTION The parties agree that it is in their mutual interest to resolve disputes informally. A claim by the Vendor shall be submitted in writing to the State’s Contract Lead for resolution. A claim by the State shall be submitted in writing to the Vendor. The Parties shall negotiate in good faith and use all reasonable efforts to resolve such dispute(s). During the time the Parties are attempting to resolve any dispute, each shall proceed diligently to perform their respective duties and responsibilities under this Contract. If a dispute cannot be resolved between the Parties within thirty (30) days after delivery of notice, either Party may elect to exercise any other remedies available under this Contract, or at law. This term shall not constitute an agreement by either party to mediate or arbitrate any dispute. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 16 of 29 6.4 CONTRACT CHANGES Contract changes, if any, over the life of the contract shall be implemented by contract amendments agreed to in writing by the State and Vendor. The remainder of this page is intentionally left blank Attachments to this RFP begin on the next page. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 17 of 29 ATTACHMENT A: INSTRUCTIONS TO VENDORS 1. READ, REVIEW AND COMPLY: It shall be the Vendor’s responsibility to read this entire document, review all enclosures and attachments, and any addenda thereto, and comply with all requirements specified herein, regardless of whether appearing in these Instructions to Vendors or elsewhere in this RFP document. 2. LATE PROPOSALS: Late proposals, regardless of cause, will not be opened or considered, and will automatically be disqualified from further consideration. It shall be the Vendor’s sole responsibility to ensure delivery at the designated office by the designated time. 3. ACCEPTANCE AND REJECTION: The State reserves the right to reject any and all proposals, to waive any informality in proposals and, unless otherwise specified by the Vendor, to accept any item in the proposal. If either a unit price or an extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded. 4. BASIS FOR REJECTION: Pursuant to 01 NCAC 05B .0501, the State reserves the right to reject any and all offers, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered, non-compliance with the requirements or intent of this solicitation, lack of competitiveness, error(s) in specifications or indications that revision would be advantageous to the State, cancellation or other changes in the intended project or any other determination that the proposed requirement is no longer needed, limitation or lack of available funds, circumstances that prevent determination of the best offer, or any other determination that rejection would be in the best interest of the State. 5. EXECUTION: Failure to sign EXECUTION PAGE in the indicated space will render proposal non-responsive, and it shall be rejected. 6. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or in any contract arising from it, the order of precedence shall be (high to low) (1) any special terms and conditions specific to this RFP, including any negotiated terms; (2) requirements and specifications in Sections 4, 5 and 6 of this RFP; (3) North Carolina General Contract Terms and Conditions in ATTACHMENT B: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS; (4) Instructions in ATTACHMENT A: INSTRUCTIONS TO VENDORS; and (5) Vendor’s Proposal. 7. INFORMATION AND DESCRIPTIVE LITERATURE: Vendor shall furnish all information requested and in the spaces provided in this document. Further, if required elsewhere in this proposal, each Vendor shall submit with its proposal any sketches, descriptive literature and/or complete specifications covering the products and Services offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Failure comply with these requirements shall constitute sufficient cause to reject a proposal without further consideration. 8. RECYCLING AND SOURCE REDUCTION: It is the policy of the State to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable and less toxic to the extent that the purchase or use is practicable and cost-effective. We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of commodities purchased. However, no sacrifice in quality of packaging will be acceptable. The company remains responsible for providing packaging that will adequately protect the commodity and contain it for its intended use. Companies are strongly urged to bring to the attention of purchasers those products or packaging they offer which have recycled content and that are recyclable. 9. HISTORICALLY UNDERUTILIZED BUSINESSES: Pursuant to General Statute §143-48 and Executive Order #150 (1999), the State invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled. 10. RECIPROCAL PREFERENCE: G.S. §143-59 establishes a reciprocal preference requirement to discourage other states from favoring their own resident Vendors by applying percentage increases to any proposal by a North Carolina resident Vendor. The “Principal Place of Business” is defined as the principal place from which RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 18 of 29 the trade or business of the Vendor is directed or managed. 11. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, the State will maintain confidential trade secrets that the Vendor does not wish disclosed. As a condition to confidential treatment, each page containing trade secret information shall be identified in boldface at the top and bottom as “CONFIDENTIAL” by the Vendor, with specific trade secret information enclosed in boxes or similar indication. Cost information shall not be deemed confidential under any circumstances. Regardless of what a Vendor may label as a trade secret, the determination whether it is or is not entitled to protection will be determined in accordance with G.S. §132-1.2. Any material labeled as confidential constitutes a representation by the Vendor that it has made a reasonable effort in good faith to determine that such material is, in fact, a trade secret under G.S. §132-1.2. Vendors are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible. 12. PROTEST PROCEDURES: When a Vendor wishes to protest a Contract resulting from this solicitation that is awarded by the Division of Purchase and Contract, or awarded by an agency in an awarded amount of at least $25,000, a Vendor shall submit a written request addressed to the State Purchasing Officer at Purchase and Contract, 1305 Mail Service Center, Raleigh, NC 27699-1305. A protest request related to an award amount of less than $25,000 shall be sent to the purchasing officer of the agency that issued the award. The protest request must be received in the proper office within thirty (30) consecutive calendar days from the date of the Contract award. Protest letters shall contain specific grounds and reasons for the protest, how the protesting party was harmed by the award made and any documentation providing support for the protesting party’s claims. Note: Contract award notices are sent only to the Vendor actually awarded the Contract, and not to every person or firm responding to a solicitation. Proposal status and Award notices are posted on the Internet at https://www.ips.state.nc.us/ips/. All protests will be handled pursuant to the North Carolina Administrative Code, 01 NCAC 05B .1519. 13. MISCELLANEOUS: Masculine pronouns shall be read to include feminine pronouns, and the singular of any word or phrase shall be read to include the plural and vice versa. 14. COMMUNICATIONS BY VENDORS: In submitting its proposal, the Vendor agrees not to discuss or otherwise reveal the contents of its proposal to any source, government or private, outside of the using or issuing agency until after the award of the Contract or cancellation of this RFP. All Vendors are forbidden from having any communications with the using or issuing agency, or any other representative of the State concerning the solicitation, during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the Contract), unless the State directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to the issuing and/or using agency any information commenting on the ability or qualifications of any other Vendor to provide the advertised good, equipment, commodity; (b) identify defects, errors and/or omissions in any other Vendor’s proposal and/or prices at any time during the procurement process; and/or (c) engage in or attempt any other communication or conduct that could influence the evaluation and/or award of the Contract that is the subject of this RFP. Vendors not in compliance with this provision may be disqualified, at the option of the State, from the Contract award. Only those communications with the using agency or issuing agency authorized by this RFP are permitted. 15. TABULATIONS: Proposal tabulations can be electronically retrieved at the Interactive Purchasing System (IPS), https://www.ips.state.nc.us/ips/BidNumberSearch. Click on the IPS BIDS icon, click on Search for Bid, enter the proposal number, and then search. Tabulations will normally be available at this web site not later than one working day after the proposal opening. Lengthy or complex tabulations may be summarized, with other details not made available on IPS, and requests for additional details or information concerning such tabulations cannot be honored. 16. VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: Vendor Link NC allows Vendors to electronically register free with the State to receive electronic notification of current procurement opportunities for goods and services of potential interests to them available on the Interactive Purchasing System, as well as notifications of status changes to those solicitations. Online registration and other purchasing information is available at the following website http://www.pandc.nc.gov/. 17. WITHDRAWAL OF PROPOSAL: a Proposal may be withdrawn only in writing and actually received by the office issuing the RFP prior to the time for the opening of Proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). A withdrawal request must be on Vendor’s letterhead and signed by an official of the Vendor authorized to make such request. Any withdrawal request made after the https://www.ips.state.nc.us/ips/ https://www.ips.state.nc.us/ips/ProposalNumberSearch http://www.pandc.nc.gov/ RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 19 of 29 opening of Proposals shall be allowed only for good cause shown and in the sole discretion of the Division of Purchase and Contract. 18. INFORMAL COMMENTS: The State shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of the State during the competitive process or after award. The State is bound only by information provided in this RFP and in formal Addenda issued through IPS. 19. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor’s sole responsibility; the State of North Carolina will not reimburse any Vendor for any costs incurred prior to award. 20. VENDOR’S REPRESENTATIVE: Each Vendor shall submit with its proposal the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's proposal. 21. SUBCONTRACTING: Unless expressly prohibited, a Vendor may propose to subcontract portions of the work to identified subcontractor(s), provided that its proposal clearly describe what work it plans to subcontract and that Vendor includes in its proposal all information regarding employees, business experience, etc. for each proposed subcontractor that is required to be provided for Vendor itself. 22. INSPECTION AT VENDOR’S SITE: The State reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective Vendor prior to Contract award, and during the Contract term as necessary for the State determination that such equipment/item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract. This Space is Intentionally Left Blank RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 20 of 29 ATTACHMENT B: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS 1. PERFORMANCE AND DEFAULT: If, through any cause, Vendor shall fail to fulfill in timely and proper manner the obligations under The Contract, the State shall have the right to terminate The Contract by giving written notice to the Vendor and specifying the effective date thereof. In that event, any or all finished or unfinished deliverable items under The Contract prepared by the Vendor shall, at the option of the State, become its property, and the Vendor shall be entitled to receive just and equitable compensation for any acceptable work completed as to which the option is exercised. Notwithstanding, Vendor shall not be relieved of liability to the State for damages sustained by the State by virtue of any breach of The Contract, and the State may withhold any payment due the Vendor for the purpose of setoff until such time as the exact amount of damages due the State from such breach can be determined. The State reserves the right to require at any time a performance bond or other acceptable alternative performance guarantees from a Vendor without expense to the State. In the event of default by the Vendor, the State may procure the goods and Services necessary to complete performance hereunder from other sources and hold the Vendor responsible for any excess cost occasioned thereby. In addition, in the event of default by the Vendor under The Contract, or upon the Vendor filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against the Vendor, the State may immediately cease doing business with the Vendor, immediately terminate The Contract for cause, and may take action to debar the Vendor from doing future business with the State. a) Vendor grants the State a personal non-transferable and non-exclusive right to use and access, all Services and other functionalities or Services provided, furnished or accessible under this Agreement. The State may utilize the Services as agreed herein. The State is authorized to access State Data provided by the State and any Vendor-provided data as specified herein and to transmit revisions, updates, deletions, enhancements, or modifications to the State Data. This shall include the right of the State to, and access to, Support without the Vendor requiring a separate maintenance or support agreement unless otherwise specifically agreed in writing. User access to the Services shall be routinely provided by the Vendor and may be subject to a more specific Service Level Agreement (SLA) agreed to in writing by the parties. In the absence of an SLA, the Vendor agrees to provide the Services at least in the manner that it provides accessibility to the services to comparable users. b) The State’s right to access the Services and its associated services neither transfers, vests, nor infers any title or other ownership right in any intellectual property rights of the Vendor or any third party, nor does this right of access transfer, vest, or infer any title or other ownership right in any intellectual property associated with the Services unless otherwise agreed to by the parties. The provisions of this paragraph will not be construed as a sale of any ownership rights in the Services. Any Services or technical and business information owned by Vendor or its suppliers or licensors made accessible or furnished to the State shall be and remain the property of the Vendor or such other party, respectively. Vendor has a limited, non-exclusive license to access and use any State Data as provided to Vendor, but solely for performing its obligations under this Agreement and in confidence as provided herein. Vendor or its suppliers shall at minimum, and except as otherwise agreed, provide telephone assistance to the State for all Services procured hereunder during the State’s normal business hours (unless different hours are specified herein). Vendor warrants that its Support and customer service and assistance will be performed in accordance with generally accepted industry standards. The State has the right to receive the benefit of upgrades, updates, maintenance releases or other enhancements or modifications made generally available to Vendor’s users for similar Services. Vendor may, at no additional charge, modify the Services to improve operation and reliability or to meet legal requirements. c) Vendor will provide to the State the same Services for updating, maintaining and continuing optimal performance for the Services as provided to other similarly situated Users of the Services, but minimally as provided for and specified herein. The technical and professional activities required for establishing, managing, and maintaining the Services environment are the responsibilities of the Vendor. Any training specified herein will be provided by the Vendor to specified State users for the fees or costs as set forth herein or in an SLA. d) Some Services provided online pursuant to this Solicitation may, in some circumstances, be accompanied by a user clickwrap agreement. The term clickwrap agreement refers to an agreement that requires the end user to manifest his or her assent to terms and conditions by clicking an “ok” or “agree” button on a dialog box or pop- up window as part of the process of access to the Services. All terms and conditions of any clickwrap agreement RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 21 of 29 provided with any Services solicited herein shall have no force and effect and shall be non-binding on the State, its employees, agents, and other authorized users of the Services. e) If Vendor modifies or replaces the Services provided to the State and other comparable users, and if the State has paid all applicable Fees, the State shall be entitled to receive, at no additional charge, access to a newer version of the Services that supports substantially the same functionality as the then accessible version of the Services. Newer versions of the Services containing substantially increased functionality may be made available to the State for an additional subscription fee. In the event of either of such modifications, the then accessible version of the Services shall remain fully available to the State until the newer version is provided to the State and accepted. If a modification materially affects the functionality of the Services as used by the State, the State, at its sole option, may defer such modification. 2. GOVERNMENTAL RESTRICTIONS: In the event any Governmental restrictions are imposed which necessitate alteration of the material, quality, workmanship or performance of the goods or Services offered prior to their delivery, it shall be the responsibility of the Vendor to notify the Contract Lead at once, in writing, indicating the specific regulation which required such alterations. The State reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract. 3. AVAILABILITY OF FUNDS: Any and all payments to the Vendor shall be dependent upon and subject to the availability of funds to the agency for the purpose set forth in The Contract. 4. TAXES: Any applicable taxes shall be invoiced as a separate item. a. G.S. 143-59.1 bars the Secretary of Administration from entering into Contracts with Vendors if the Vendor or its affiliates meet one of the conditions of G.S. 105-164.8(b) and refuses to collect use tax on sales of tangible personal property to purchasers in North Carolina. Conditions under G.S. 105-164.8(b) include: (1) Maintenance of a retail establishment or office, (2) Presence of representatives in the State that solicit sales or transact business on behalf of the Vendor and (3) Systematic exploitation of the market by media-assisted, media-facilitated, or media-solicited means. By execution of the proposal document the Vendor certifies that it and all of its affiliates, (if it has affiliates), collect(s) the appropriate taxes. b. The agency(ies) participating in The Contract are exempt from Federal Taxes, such as excise and transportation. Exemption forms submitted by the Vendor will be executed and returned by the using agency. c. Prices offered are not to include any personal property taxes, nor any sales or use tax (or fees) unless required by the North Carolina Department of Revenue. 5. SITUS AND GOVERNING LAWS: This Contract is made under and shall be governed and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws rules, and within which State all matters, whether sounding in Contract or tort or otherwise, relating to its validity, construction, interpretation and enforcement shall be determined. 6. PAYMENT TERMS: Payment terms are Net not later than 30 days after receipt of correct invoice or acceptance of goods, whichever is later. The using agency is responsible for all payments to the Vendor under the Contract. Payment by some agencies may be made by procurement card, if the Vendor accepts that card (Visa, MasterCard, etc.) from other customers, and it shall be accepted by the Vendor for payment under the same terms and conditions as any other method of payment accepted by the Vendor. If payment is made by procurement card, then payment may be processed immediately by the Vendor. 7. AFFIRMATIVE ACTION: The Vendor will take affirmative action in complying with all Federal and State requirements concerning fair employment and employment of people with disabilities, and concerning the treatment of all employees without regard to discrimination on the basis of any prohibited grounds as defined by Federal and State law. 8. CONDITION AND PACKAGING: Unless otherwise provided by special terms and conditions or specifications, it is understood and agreed that any item offered or shipped has not been sold or used for any purpose and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or shipment. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 22 of 29 9. INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY: Vendor shall hold and save the State, its officers, agents and employees, harmless from liability of any kind, including costs and expenses, resulting from infringement of the rights of any third party in any copyrighted material, patented or patent-pending invention, article, device or appliance delivered in connection with The Contract. a. Vendor warrants to the best of its knowledge that: i. The Services do not infringe any intellectual property rights of any third party; and ii. There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party; b. Should any Services supplied by Vendor become the subject of a claim of infringement of a patent, copyright, Trademark or a trade secret in the United States, the Vendor, shall at its option and expense, either procure for the State the right to continue using the Services, or replace or modify the same to become noninfringing. If neither of these options can reasonably be taken in Vendor’s judgment, or if further use shall be prevented by injunction, the Vendor agrees to cease provision of any affected Services, and refund any sums the State has paid Vendor and make every reasonable effort to assist the State in procuring substitute Services. If, in the sole opinion of the State, the cessation of use by the State of any such Services due to infringement issues makes the retention of other items acquired from the Vendor under this Agreement impractical, the State shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge; and Vendor agrees to refund any sums the State paid for unused Services. c. The Vendor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Services supplied by the Vendor, their use or operation, infringes on a patent, copyright, trademark or violates a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded or agreed in a settlement against the State in any such action. Such defense and payment shall be conditioned on the following: i. That the Vendor shall be notified within a reasonable time in writing by the State of any such claim; and, ii. That the Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense. d. Vendor will not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation results from the State’s material alteration of any Vendor-branded Services, or from the continued use of the good(s) or Services after receiving notice they infringe on a trade secret of a third party. Vendor shall hold and save the State, its officers, agents and employees, harmless from liability of any kind, including costs and expenses, resulting from infringement of the rights of any third party in any copyrighted material, patented or patent-pending invention, article, device or appliance delivered in connection with The Contract. 10. TERMINATION FOR CONVENIENCE: If this contract contemplates deliveries or performance over a period of time, the State may terminate this contract at any time by providing 60 days’ notice in writing from the State to the Vendor. In that event, any or all finished or unfinished deliverable items prepared by the Vendor under this contract shall, at the option of the State, become its property. If the contract is terminated by the State as provided in this section, the State shall pay for those items for which such option is exercised, less any payment or compensation previously made. 11. ADVERTISING: Vendor agrees not to use the existence of The Contract or the name of the State of North Carolina as part of any commercial advertising or marketing of products or Services. A Vendor may inquire whether the State is willing to act as a reference by providing factual information directly to other prospective customers. 12. ACCESS TO PERSONS AND RECORDS: During and after the term hereof, the State Auditor and any using agency’s internal auditors shall have access to persons and records related to The Contract to verify accounts and data affecting fees or performance under the Contract, as provided in G.S. 143-49(9). 13. ASSIGNMENT: No assignment of the Vendor’s obligations nor the Vendor’s right to receive payment hereunder shall be permitted. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 23 of 29 However, upon written request approved by the issuing purchasing authority and solely as a convenience to the Vendor, the State may: a. Forward the Vendor’s payment check directly to any person or entity designated by the Vendor, and b. Include any person or entity designated by Vendor as a joint payee on the Vendor’s payment check. In no event shall such approval and action obligate the State to anyone other than the Vendor and the Vendor shall remain responsible for fulfillment of all Contract obligations. Upon advance written request, the State may, in its unfettered discretion, approve an assignment to the surviving entity of a merger, acquisition or corporate reorganization, if made as part of the transfer of all or substantially all of the Vendor’s assets. Any purported assignment made in violation of this provision shall be void and a material breach of The Contract. 14. INSURANCE: COVERAGE - During the term of the Contract, the Vendor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Contract. As a minimum, the Vendor shall provide and maintain the following coverage and limits: a) Worker’s Compensation - The Vendor shall provide and maintain Worker’s Compensation Insurance, as required by the laws of North Carolina, as well as employer’s liability coverage with minimum limits of $500,000.00, covering all of Vendor’s employees who are engaged in any work under the Contract in North Carolina. If any work is sub-contracted, the Vendor shall require the sub-Contractor to provide the same coverage for any of his employees engaged in any work under the Contract within the State. b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $1,000,000.00 Combined Single Limit. Defense cost shall be in excess of the limit of liability. c) Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non-owned vehicles, used within North Carolina in connection with the Contract. The minimum combined single limit shall be $250,000.00 bodily injury and property damage; $250,000.00 uninsured/under insured motorist; and $2,500.00 medical payment. REQUIREMENTS - Providing and maintaining adequate insurance coverage is a material obligation of the Vendor and is of the essence of The Contract. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. The Vendor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or The Contract. The limits of coverage under each insurance policy maintained by the Vendor shall not be interpreted as limiting the Vendor’s liability and obligations under the Contract. 15. GENERAL INDEMNITY: The Vendor shall hold and save the State, its officers, agents, and employees, harmless from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, Services, materials, or supplies in connection with the performance of The Contract, and from any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Vendor in the performance of The Contract and that are attributable to the negligence or intentionally tortious acts of the Vendor provided that the Vendor is notified in writing within 30 days that the State has knowledge of such claims. The Vendor represents and warrants that it shall make no claim of any kind or nature against the State’s agents who are involved in the delivery or processing of Vendor goods or Services to the State. The representation and warranty in the preceding sentence shall survive the termination or expiration of The Contract. 16. ELECTRONIC PROCUREMENT: a) Purchasing shall be conducted through the Statewide E-Procurement Service. The State’s third-party agent shall serve as the Supplier Manager for this E-Procurement Service. The Vendor shall register for the Statewide E-Procurement Service within two (2) business days of notification of award in order to receive an electronic purchase order resulting from award of this contract. b) The Supplier Manager will capture the order from the State approved user, including the shipping and payment RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 24 of 29 information, and submit the order in accordance with the E-Procurement Service. Subsequently, the Supplier Manager will send those orders to the appropriate Vendor on State Contract. The State or State-approved user, not the Supplier Manager, shall be responsible for the solicitation, proposals received, evaluation of proposals received, award of contract, and the payment for goods delivered. c) Vendor shall at all times maintain the confidentiality of its user name and password for the Statewide E- Procurement Services. If Vendor is a corporation, partnership or other legal entity, then the Vendor may authorize its employees to use its password. Vendor shall be responsible for all activity and all charges by such employees. Vendor agrees not to permit a third party to use the Statewide E-Procurement Services through its account. If there is a breach of security through the Vendor’s account, Vendor shall immediately change its password and notify the Supplier Manager of the security breach by email. Vendor shall cooperate with the State and the Supplier Manager to mitigate and correct any security breach. VENDOR IS AND SHALL REMAIN RESPONSIBLE FOR PAYING THE TRANSACTION FEE ON BEHALF OF ANY SUB-CONTRACTOR OR DEALER INVOLVED IN PERFORMANCE UNDER THIS CONTRACT IN THE EVENT THAT SUCH SUB-CONTRACTOR OR DEALER DEFAULTS ON PAYMENT. 17. SUBCONTRACTING: Performance under The Contract by the Vendor shall not be subcontracted without prior written approval of the State’s assigned Contract Lead. Unless otherwise indicated, acceptance of a Vendor’s proposal shall include approval to use the subcontractor(s) that have been specified therein in accordance with paragraph 21 of Attachment B: Instructions to Vendor. 18. CONFIDENTIALITY: Any State information, data, instruments, documents, studies or reports given to or prepared or assembled by or provided to the Vendor under The Contract shall be kept as confidential, used only for the purpose(s) required to perform The Contract and not divulged or made available to any individual or organization without the prior written approval of the State. 19. CARE OF STATE DATA AND PROPERTY: The Vendor agrees that it shall be responsible for the proper custody and care of any data owned and furnished to the Vendor by the State (State Data), or other State property in the hands of the Vendor, for use in connection with the performance of The Contract or purchased by or for the State for The Contract. Vendor will reimburse the State for loss or damage of such property while in Vendor’s custody. The State Data in the hands of the Vendor shall be protected from unauthorized disclosure, loss, damage, destruction by a natural event or other eventuality. Such State Data shall be returned to the State in a form acceptable to the State upon the termination or expiration of this Agreement. The Vendor shall notify the State of any security breaches within 24 hours as required by G.S. 143B.1379. See G.S. 75-60 et seq. 20. OUTSOURCING: Any Vendor or subcontractor providing call or contact center services to the State of North Carolina or any of its agencies shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to relocate or outsource any portion of performance to a location outside the United States, or to contract with a subcontractor for any such the performance, which subcontractor and nature of the work has not previously been disclosed to the State in writing, prior written approval must be obtained from the State agency responsible for the contract. Vendor shall give notice to the using agency of any relocation of the Vendor, employees of the Vendor, subcontractors of the Vendor, or other persons providing performance under a State contract to a location outside of the United States. 21. COMPLIANCE WITH LAWS: Vendor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business and its performance in accordance with The Contract, including those of federal, state, and local agencies having jurisdiction and/or authority. 22. ENTIRE AGREEMENT: This RFP and any documents incorporated specifically by reference represent the entire agreement between the parties and supersede all prior oral or written statements or agreements. This RFP, any addenda hereto, and the Vendor’s proposal are incorporated herein by reference as though set forth verbatim. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 25 of 29 All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation. 23. ELECTRONIC RECORDS: The State will digitize all Vendor responses to this solicitation, if not received electronically, as well as any awarded contract together with associated procurement-related documents. These electronic copies shall constitute a preservation record, and shall serve as the official record of this procurement with the same force and effect as the original written documents comprising such record. Any electronic copy, printout or other output readable by sight shown to reflect such record accurately shall constitute an "original." 24. AMENDMENTS: This Contract may be amended only by a written amendment duly executed by the State and the Vendor. 25. NO WAIVER: Notwithstanding any other language or provision in The Contract, nothing herein is intended nor shall be interpreted as a waiver of any right or remedy otherwise available to the State under applicable law. The waiver by the State of any right or remedy on any one occasion or instance shall not constitute or be interpreted as a waiver of that or any other right or remedy on any other occasion or instance. 26. FORCE MAJEURE: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations as a result of events beyond its reasonable control, including without limitation, fire, power failures, any act of war, hostile foreign action, nuclear explosion, riot, strikes or failures or refusals to perform under subcontracts, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. 27. SOVEREIGN IMMUNITY: Notwithstanding any other term or provision in The Contract, nothing herein is intended nor shall be interpreted as waiving any claim or defense based on the principle of sovereign immunity or other State or federal constitutional provision or principle that otherwise would be available to the State under applicable law. This Space is Intentionally Left Blank RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 26 of 29 ATTACHMENT C: COST RESPONSE (One 56 passenger bus per trip) Leave Date Destination Return Date Total Cost Friday Oct. 22 Charleston, SC / College of Charleston Saturday Oct 23 Thursday Nov 11 Winston Salem, NC / Wake Forest (Going to Wake, straight to ECU, then home) Friday Nov 12 Greenville, NC / East Carolina Sunday Nov. 14 Thursday Nov 18 Farmville, VA / Longwood Sunday Nov. 21 Saturday Nov 27 Boiling Spring, NC / Bowling Green Saturday Nov 27 Saturday Dec 4 Spartanburg, SC / USC Upstate Saturday Dec. 4 Monday Dec 20 Athens, GA / Georgia Monday Dec 20 Wednesday Dec 22 Charlotte, NC / UNC Charlotte Wednesday Dec 22 Friday Dec 31 Johnson City, TN / ETSU Saturday Jan 1 Friday Jan 7 Birmingham, AL / Samford Saturday Jan 8 Wednesday Jan 19 Greenville, SC / Furman Wednesday Jan 19 Friday Jan 21 Macon, GA / Mercer Saturday Jan 22 Tuesday Jan 25 Charleston, SC / Citadel Wednesday Jan 26 Thursday Feb 3 Lexington, VA / VMI Wednesday Feb 4 Tuesday Feb 8 Chattanooga, TN / UTC Wednesday Feb 9 Saturday Feb 12 Spartanburg, SC / Wofford Saturday Feb 12 Tuesday Feb 22 Greensboro, NC / UNGC Wednesday Feb 23 Thursday March 3 Asheville, NC / SoCon Tournament (Potential TBD on depart date) TBD Total: ***All drivers must either test negative from COVID-19 at least 72 hours prior to trip or be fully vaccinated. Trips may be subject to change or cancellation due to COVID-19.*** A list of drivers must be supplied to Western Carolina University one week prior to travel. Western Carolina University reserves the right to reject any driver at its option. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 27 of 29 ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR In accordance with NC General Statute §143-59.4, the Vendor shall detail the location(s) at which performance will occur, as well as the manner in which it intends to utilize resources or workers outside of the United States in the performance of this Contract. The State will evaluate the additional risks, costs, and other factors associated with such utilization prior to making an award. Please complete items a, b, and c below. If the Vendor answered “YES” above, Vendor must complete items 1 and 2 below: 1. List the location(s) outside the United States where work under this Contract will be performed by the Vendor, any sub-Contractors, employees, or other persons performing work under the Contract: 2. Describe the corporate structure and location of corporate employees and activities of the Vendor, its affiliates or any other sub-Contractors that will perform work outside the U.S.: c) Identify all U.S. locations at which performance will occur: a) Will any work under this Contract be performed outside the United States? YES NO b) The Vendor agrees to provide notice, in writing to the State, of the relocation of the Vendor, employees of the Vendor, sub-Contractors of the Vendor, or other persons performing services under the Contract outside of the United States YES NO NOTE: All Vendor or sub-Contractor personnel providing call or contact center services to the State of North Carolina under the Contract shall disclose to inbound callers the location from which the call or contact center services are being provided. RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 28 of 29 ATTACHMENT E: SUPPLEMENTAL VENDOR INFORMATION HISTORICALLY UNDERUTILIZED BUSINESSES Historically Underutilized Businesses (HUBs) consist of minority, women and disabled business firms that are at least fifty-one percent owned and operated by an individual(s) of the categories. Also included in this category are disabled business enterprises and non-profit work centers for the blind and severely disabled. Pursuant to G.S. 143B-1361(a), 143-48 and 143-128.4, the State invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled. This includes utilizing subcontractors to perform the required functions in this RFP. Any questions concerning NC HUB certification, contact the North Carolina Office of Historically Underutilized Businesses at (919) 807- 2330. The Vendor shall respond to question #1 and #2 below. a) Is Vendor a Historically Underutilized Business? Yes No b) Is Vendor Certified with North Carolina as a Historically Underutilized Business? Yes No If so, state HUB classification: ________________________________________________________________ This Space is Intentionally Left Blank http://ncadmin.nc.gov/businesses/hub RFP # 73-RFP00613 Vendor:_______________________________________ Ver: 7/1/15 Page 29 of 29 ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION Name of Vendor: __________________________________________________________________________ The undersigned hereby certifies that: [check all applicable boxes] The Vendor is in sound financial condition and received an unqualified audit opinion for the latest audit of its financial statements. Date of latest audit: __________________________ The Vendor has no outstanding liabilities to the Internal Revenue Service or other government entities. The Vendor is not the subject of any current litigation or findings of noncompliance under federal or state law. The Vendor has not been the subject of any past litigation or findings of any past litigation or findings of noncompliance under federal or state law that may impact in any way its ability to fulfill the requirements of this Contract. He or she is authorized to make the foregoing statements on behalf of the Vendor. If any one or more of the foregoing boxes is NOT checked, explain the reason in the space below: