Branded Merchandise and Apparel

expired opportunity(Expired)
From: Charlotte Douglas International Airport(Airport)
705-2023-2012

Basic Details

started - 21 Nov, 2022 (16 months ago)

Start Date

21 Nov, 2022 (16 months ago)
due - 14 Dec, 2022 (15 months ago)

Due Date

14 Dec, 2022 (15 months ago)
Bid Notification

Type

Bid Notification
705-2023-2012

Identifier

705-2023-2012
Charlotte Douglas International Airport

Customer / Agency

Charlotte Douglas International Airport
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Public Health Authority of Cabarrus County d.b.a. Cabarrus Health Alliance (CHA) REQUEST FOR PROPOSAL (RFP) 705-2023-2012 Merchandise/Apparel DATE OF ISSUE: 11/21/2022 PROPOSAL DUE DATE: 12/14/2022 at 3:00 PM (ET) Please direct all inquiries concerning this RFP to: Monica Shelley-Henson Contract & Procurement Specialist Email: Monica.Shelley-Henson@CabarrusHealth.org 2 | P a g e EXECUTION Certification: By executing this proposal, the undersigned Vendor certifies that: (i) this proposal is submitted competitively and without collusion (G.S. 143-54), (ii) 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), (iii) it is not an ineligible vendor as set forth in G.S. 143-59.1, (iv) no gift has been offered, extended, or
promised by any of its employees or representatives to any CHA employee associated with preparing plans, specifications or estimates for this RFP, or in awarding or administering the contract to result from this RFP, or in inspecting or supervising the services to be rendered (G.S. 133-32), (v) if any of the services to be performed under this RFP will be performed outside the United States by the Vendor or Vendor’s subcontractors, Vendor has disclosed such information in writing to CHA (G.S. 147-33.97); (vi) it acknowledges that auditors contracted by CHA and State of North Carolina auditors have the right under North Carolina law to access upon request the Vendor’s records and representatives to audit fees and performance associated with procurement contracts (G.S. 147-64.7), (viii) neither it nor any assignee of the Vendor is identified on a list maintained by the NC State Treasurer of persons engaged in investment activities in Iran (G.S. §143C-6A.5). False certification may constitute a Class I felony under North Carolina law. 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: 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 180 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 CHA. 3 | P a g e Table of Contents 1.0 PURPOSE AND BACKGROUND ................................................................................................... 4 2.0 GENERAL INFORMATION............................................................................................................ 4 2.1 REQUEST FOR PROPOSAL DOCUMENT ................................................................................ 4 2.2 INSTRUCTIONS TO VENDORS REGARDING TERMS AND CONDITIONS ....................... 4 2.3 RFP SCHEDULE .......................................................................................................................... 5 2.4 PROPOSAL QUESTIONS ............................................................................................................ 5 2.5 PROPOSAL SUBMITTAL ........................................................................................................... 5 2.6 PROPOSAL CONTENTS ............................................................................................................. 6 2.7 ALTERNATE PROPOSALS ........................................................................................................ 7 2.8 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS .......................................................... 7 3.0 METHOD OF AWARD AND PROPOSAL EVLAUATION PROCESS ........................................ 7 3.1 METHOD OF AWARD ................................................................................................................ 8 3.2 PROPOSAL EVALUATION PROCESS ...................................................................................... 8 3.3 EVALUATION CRITERIA .......................................................................................................... 8 4.0 REQUIREMENTS ............................................................................................................................ 9 4.1 CONTRACT TERM ...................................................................................................................... 9 4.2 PRICING ....................................................................................................................................... 9 4.3 INVOICES ..................................................................................................................................... 9 4.4 REFERENCES ............................................................................................................................ 10 4.6 BUSINESS ASSOCIATE AGREEMENT .................................................................................. 10 5.0 SCOPE OF WORK ......................................................................................................................... 10 5.1 PROJECT ORGANIZATION & PERSONNEL ......................................................................... 12 5.2 TECHNICAL APPROACH ........................................................................................................ 12 ATTACHMENT A: INSTRUCTIONS TO VENDORS ........................................................................ 13 ATTACHMENT B: CHA GENERAL CONTRACT TERMS AND CONDITIONS ........................... 16 ATTACHMENT C: PRICING .............................................................................................................. 18 ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR ..................................... 19 ATTACHMENT E: SAMPLE BUSINESS ASSOCIATE AGREEMENT ........................................... 20 4 | P a g e 1.0 PURPOSE AND BACKGROUND The Public Health Authority of Cabarrus County d/b/a Cabarrus Health Alliance seeks qualified vendors to provide quality, branded merchandise and apparel for staff. CHA prides itself on professionalism in the workplace. Cabarrus Health Alliance has approximately 300 employees. The initial purchase will be paid for by the agency but an on-line catalog should remain in place to allow staff to purchase in the future orders. Orders may be placed by all locations and quantities of merchandise orders will vary. The vendors should anticipate receiving multiple orders from the three campuses, on an inconsistent basis, and in various qualities, sizes, and merchandise. Cabarrus Health Alliance seeks a merchandise/apparel (screen printed and embroidered) vendor who can provide an array of branded options to staff via an on-line catalog. The established contract will be for purchase, delivery, and other inherently related activities of the Merchandise and Services and in compliance with the specifications and terms and conditions within this solicitation. All merchandise s furnished under this contract shall be new. Cabarrus Health Alliance anticipates awarding one contract for this solicitation. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. 2.0 GENERAL INFORMATION 2.1 REQUEST FOR PROPOSAL DOCUMENT The RFP is comprised of the main body of this RFP document, plus the attachments, and any addenda released before the contract award. All attachments and addenda released for this RFP in advance of any contract award are incorporated herein by reference. All terms in this RFP shall be enforceable as contract terms. The use of phrases such as “shall,” “must,” and “requirements” are intended to create enforceable contract conditions. 2.2 INSTRUCTIONS TO VENDORS REGARDING TERMS AND CONDITIONS Each Vendor shall provide (a) its proposed contract by which CHA will retain Vendor’s services, and (b) any other applicable contract that Vendor will ask CHA to sign. CHA’s terms and conditions set forth in Attachment B should either be built into or be incorporated by reference in the contract(s) that Vendor proposes in its terms and conditions proposal. CHA will entertain exceptions taken by Vendors to certain of these provisions, but Vendors are cautioned that CHA has a limited ability and willingness to agree to modifications to these standard CHA provisions. CHA will compare and contrast the terms and conditions proposals submitted by qualified Vendors at the same time it evaluates the cost proposals of qualified Vendors. At the conclusion of this evaluation, CHA may elect to award the contract to the Vendor(s) whose aggregate proposal to CHA determines to be most advantageous to CHA. CHA may enter into contract negotiations 5 | P a g e N/A with one or more qualified Vendors in an effort to reach mutually agreeable contract terms and conditions if CHA is not satisfied with the terms and conditions proposed by the applicable Vendor(s). CHA is not obligated to negotiate with all qualified Vendors. CHA reserves the right to eliminate from further consideration any Vendor that submits a cost proposal or proposes terms and conditions that are not advantageous to CHA. 2.3 RFP SCHEDULE Event Responsibility Date/Time Hold Pre-Proposal Meeting/Site Visit CHA Submit Written Questions Vendor 12/2/2022 Provide Response to Questions CHA 12/5/2022 Submit Proposals Vendor 12/14/2022 Opening of Proposals CHA 12/19/2022 at 3:00 PM EST CHA Kannapolis 300 Mooresville Rd. Kannapolis, NC 28081 Contract Award CHA TBD Contract Effective Date CHA TBD *Please note: This schedule is subject to change as deemed necessary for CHA’s advantage. Any changes to the schedule will be announced via an addendum to the RFP. 2.4 PROPOSAL QUESTIONS Upon review of the RFP, Vendors may have questions regarding the RFP. Vendors shall submit any such questions by the aforementioned due date listed in the section titled 2.3 RFP Schedule above. Written questions shall be e-mailed to Monica.Shelley-Henson@CabarrusHealth.org by the date and time specified above. Vendors should enter “RFP # 705-2022-0012: Questions” as the subject for the email. Questions submittals should include a reference to the applicable RFP section and be submitted in a format similar to that shown below: Questions received prior to the submission deadline date, CHA’s response, and any additional terms deemed necessary by CHA will be posted in the form of an addendum to the same platform on which the RFP is advertised and shall become an Addendum to this RFP. No questions via phone call will be accepted. No information, instruction or advice provided orally or informally by any CHA 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. 2.5 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 in the table below, for furnishing and delivering those items or services as described herein. 6 | P a g e IMPORTANT NOTE: All proposals shall be delivered to the office address listed above on or before the proposal deadline in order to be considered timely. All risk of late arrival due to unanticipated delay—whether delivered by hand, U.S. Postal Service, courier or other delivery service is entirely on the Vendor. All Vendors are urged to take the possibility of delay into account when submitting a proposal. Attempts to submit a proposal via facsimile (FAX) machine, telephone or electronic means, including but not limited to e-mail, in response to this RFP shall NOT be accepted unless otherwise specified. a) Submit one (1) signed, original executed proposal response and one (1) electronic copy on flash drive or as an e-bid through the North Carolina Interactive Purchasing System (IPS). b) Submit your proposal in a sealed package. Clearly mark the package with: (1) Vendor name; (2) the RFP number; and (3) the due date. Address the package for delivery as shown in the table above. If Vendor is submitting more than one (1) proposal, each proposal shall be submitted in separate sealed envelopes and marked accordingly. See Section 2.7 below. For delivery purposes, separate sealed envelopes from a single Vendor may be included in the same outer package. Regardless of delivery method used, proposals are subject to rejection unless submitted with the information above included on the outside of the sealed proposal package. c) If Applicable - The electronic copy of your proposal must be provided on a separate flash drive. The electronic files must NOT be password protected and must be capable of being copied to readable media such as Microsoft Word or Microsoft Excel. 2.6 PROPOSAL CONTENTS Vendors shall complete the applicable portions of the attachments of this RFP that require the Vendor to provide information and include an authorized signature where indicated. 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: CHA CONTRACT TERMS AND CONDITIONS Office Address of delivery by any other method (special delivery, overnight, or any other carrier) RFP NUMBER: 705-2023-0012 Cabarrus Health Alliance ATTN: Monica Shelley-Henson 300 Mooresville Rd. Kannapolis, NC 28081 7 | P a g e e) Completed version of ATTACHMENT C: PRICING f) Completed and signed version of ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR g) Completed and signed version of ATTACHMENT E: SAMPLE BUSINESS ASSOCIATE AGREEMENT 2.7 ALTERNATE PROPOSALS Vendor may submit alternate proposals for various methods or levels of service(s) or that propose different options. Alternate proposals must specifically identify the RFP requirements and advantages(s) addressed by the alternate proposal. Any alternate proposal, in addition to the marking described above, must be clearly marked with the following legend: Alternate Proposal #__ for ‘name of Vendor’. Each proposal must be for a specific set of services and must include specific pricing. If a Vendor chooses to respond with various service offerings, each must be offered with a separate price and be contained in a separate proposal document. Each proposal must be complete and independent of other proposals offered. 2.8 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS a) BAFO: Best and Final Offer, submitted by a vendor to alter its initial offer, made in response to a request by CHA. b) CONTRACT LEAD: Representative of CHA who corresponds with potential Vendors in order to identify and contract with that Vendor providing the greatest benefit to CHA and who will administer the contract for CHA. c) END USER DEPARTMENT: The department or unit of CHA that receives the services procured from the Vendor. d) FOB-DESTINATION: Title transfers 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: This Request for Proposal g) CHA: The Public Health Authority of Cabarrus County d.b.a. Cabarrus Health Alliance h) VENDOR: The supplier, bidder, proposer, company, firm, corporation, partnership, individual or other entity submitting a response to this Request for Proposal. i) ARPA: the American Rescue Plan Act of 2021 3.0 METHOD OF AWARD AND PROPOSAL EVLAUATION PROCESS 8 | P a g e 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 evaluation criteria described below. While the intent of this RFP is to award a contract to a single Vendor, CHA 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 CHA to do so. 3.2 PROPOSAL EVALUATION PROCESS CHA shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP. CHA reserves the right to waive any minor informality or technicality in proposals received. CHA will conduct a One-Step evaluation of Proposals: Proposals will be received from each responsive Vendor in a sealed envelope or package. All proposals must be received by CHA no later than the date and time specified on the cover sheet of this RFP. At that date and time the package containing the proposals from each responding firm will be opened publicly and the name of the Vendor and total cost offered will be announced. Interested parties are cautioned that these costs and their components are subject to further evaluation for completeness and correctness and therefore may not be an exact indicator of a Vendor’s pricing position. At their sole 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 must 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 CHA 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 CHA. CHA reserves the right to reject all original offers and request one or more of the Vendors submitting proposals to submit best and final offers (BAFOs), prepared in collaboration with 3.3 EVALUATION CRITERIA All qualified proposals will be evaluated and award made based on the following criteria considered, to result in an award most advantageous to CHA: EVALUATION CRITERIA 9 | P a g e Requirements & Response Qualifications Criterion Description Criterion Weight (100-point scale) 1. Experience on Large Projects CHA will observe and compare capability to satisfy project scope of work. 20 2. Variety of Offerings CHA will rate the variety of apparel options offered. 25 3. Project Lead Time CHA will observe and compare period of time required to complete the required scope of work. 25 4. Project Cost/Pricing CHA will observe and compare pricing models to complete the required scope of work. 20 5. North Carolina based business, minority owned business, woman owned business, Veteran owned business CHA will provide additional points for NC, minority-owned, woman-owned, and/or Veteran-owned businesses. 10 4.0 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 CHA 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. 4.1 CONTRACT TERM This contract shall be binding on both parties from the date of contract award, through the satisfactory completion of the work required under Section 5.0 of the RFP and shall be complete when final payment has been made. 4.2 PRICING Proposal price shall constitute the total cost to End User Department for complete performance in accordance with the requirements and specifications herein, including all applicable charges for handling, administrative and other similar fees. Vendor shall not invoice for any amounts not specifically allowed for in this RFP. Complete ATTACHMENT C: PRICING FORM and include in Proposal. 4.3 PAYMENT a) Invoices must be submitted to the End User Department at the following email address: 10 | P a g e AccountsPayable@CabarrusHealth.org b) Invoices should bear the purchase order number to ensure prompt payment. The Vendor’s failure to include the correct purchase order number may cause delay in payment. c) After the initial purchase made by the agency, the catalog of options must allow the employee to pay for items. 4.4 REFERENCES Vendors shall provide at least three (2) references for which your company has provided services of similar size and scope to that proposed herein. Include a description of the services provided. 4.6 BUSINESS ASSOCIATE AGREEMENT The Vendor may be required to complete a Business Associates Agreement if projects require them by the nature of information being shared. Vendors must agree to this at the onset of the project even though a BAA may never been needed throughout the lift of the project. Before the contract is awarded, the Vendor must sign the attached Business Associate Agreement. Vendor should not submit a proposal if it will not be able to sign the attached Business Associate Agreement. Please reference ATTACHMENT E. 5.0 SCOPE OF WORK The vendor shall provide the following services (the “Services): a) Merchandise/Apparel Identification a. Select and present an assortment of merchandise/apparel that can be Cabarrus Health Alliance (CHA) branded (embroidered or screen print) b. Merchandise/apparel should include both Men’s and Women’s options c. Merchandise/apparel should include plus size options d. Merchandise/apparel should include an assortment of short and long sleeve options e. Merchandise/apparel should include business casual and athletic-leisure f. Merchandise/apparel should stay within the black, grey, white color palate b) Quantities Orders will be placed on an as needed basis during the term of the contract. Quantities are not guaranteed. Merchandise will be purchased according to actual needs during the term of the contract. c) Pricing Submissions shall include the pricing of merchandise s. The unit price shall be fixed and include shipping, delivery any discounts, vendor mark-up/profit, merchandise cost, set-up fees, and storage. No other charges are allowed. No other charges shall be allowed unless specified in the contract. Fuel charges shall bot be permitted. mailto:AccountsPayable@CabarrusHealth.org 11 | P a g e Allowances for special freight charges will be accepted for bulk specialty orders and shall be pre-approved by CHA. Payment for a CHA direct order may be withheld until CHA receive the correct delivery, in accordance with all requirements herein. d) Embroidered Logo and Screen-Printing Logo Each logo (Imprint) color shall correlate with the Merchandise color ordered, as defined within the Merchandise and Imprint Color Chart listed on Exhibit A: Pricing Schedule. The vendor shall not provide any pictures, detailed specifications, or garments with the CHA name and/or logo to anyone outside CHA. Any violations of this provision shall be deemed non-compliance of the contract and may be grounds for the contract to be terminated. The Logo and Branding Guidelines are included as part of this solicitation as Exhibit B and shall be adhered to by the vendor. The company shall provide proofs for each remerchandise ion of the logos to be transferred to merchandise s. All designs including any version of CHA logo brand shall be approved in writing by the appropriate CHA personnel. The proof and signed approval are only required for Merchandise is being ordered for the first time. Re-ordering of merchandise that use the identical set-up will not need be approved, unless changes are requested. The company shall be able to accommodate any changes CHA makes to its name and/or logo. A digitized file type of the logo will be provided. e) Sizes/Sizing Charts The company shall provide information regarding available sizes for the items listed in 5.0a CHA recognizes that sizing varies by Merchandise. Upon request by CHA personnel, the company shall provide measurements or recommended sizing charts to CHA employees for different Merchandise. f) Merchandise Condition and Packaging Requirements All Merchandise shall be of new stock, shall be packaged, and shall include, at the request of the ordering location, the recipient’s name to facilitate distribution. CHA reserves the right to reject delivery if the Merchandise is not sorted by name. g) Uniform Disposal Program CHA is interested in possible options for disposal of used Merchandise If applicable, provide a description of any disposal options offered. If there is an associated cost, please note on Exhibit A: Pricing Sheet. 12 | P a g e h) Exchanges, Returns, Backorders, and Warranty a. Describe the company’s Exchange and Return Policy; b. Describe any fees or costs associated with return policy; c. Describe how backorders will be communicated; and d. Describe what the company warranty. CHA recognizes that due to the customized nature of the Merchandise s with CHA logo, returns that are not the fault of the Company are not required to be accepted by the Company. i) Provide a merchandise/apparel on-line ‘catalog’ a. Staff should be able to choose their options; b. Staff should be able to purchase independent of the CHA purchasing department; c. Staff should be able to choose their payment options; d. Staff should be able to choose logo medium; e. Staff should be able to choose delivery options; f. Staff should be able to exchange/return within 14 days of delivery; 5.1 PROJECT ORGANIZATION & PERSONNEL a. Vendor shall describe the organizational and operational structure it proposes to utilize for the work described in this RFP and identify the responsibilities to be assigned to each person Vendor proposes to staff the work. b. Vendor shall provide information as to the qualifications and experience of the personnel to be assigned to this project, including resumes citing experience with similar projects. c. Vendor shall provide information on how they do not participate with vendors that practice in sweatshop-like or “forced labor” conditions. 5.2 TECHNICAL APPROACH If applicable to the nature of the Scope of Work, Vendor’s proposal shall include, in narrative, outline, and/or graph form the Vendor's approach to accomplishing the tasks outlined in the Scope of Work section of this RFP. A description of each task and deliverable and the schedule for accomplishing each shall be included. This Space is Intentionally Left Blank Attachments to this RFP begin on the next page. 13 | P a g e 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: CHA 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, CHA 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 CHA, 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 CHA. 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) CHA General Contract Terms and Conditions attached as ATTACHMENT B; (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 must submit with their proposal sketches, descriptive literature and/or complete specifications covering the merchandise s offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Proposals that do not comply with these requirements shall be subject to rejection. 8. SUSTAINABILITY: To support the sustainability efforts of the State of North Carolina we solicit your cooperation in this effort. Pursuant to Executive Order 156 (1999), it is desirable that all responses meet the following: • All copies of the proposal are printed double sided. • All submittals and copies are printed on recycled paper with a minimum post-consumer content of 30%. • Unless absolutely necessary, all proposals and copies should minimize or eliminate use of non-recyclable or non-reusable materials such as plastic report covers, plastic dividers, 14 | P a g e vinyl sleeves, and GBC binding. Three-ringed binders, glued materials, paper clips, and staples are acceptable. • Materials should be submitted in a format which allows for easy removal, filing and/or recycling of paper and binder materials. Use of oversized paper is strongly discouraged unless necessary for clarity or legibility. 9. HISTORICALLY UNDERUTILIZED BUSINESSES: Pursuant to General Statute §143- 48 and Executive Order #150 (1999), CHA 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. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, CHA 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. 11. PROTEST PROCEDURES: When a Vendor wishes to protest the award of a contract resulting from this solicitation, the Vendor shall submit a written request addressed to the CHA purchasing officer 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: A contract award notice (purchase order) is sent only to the Vendor actually awarded the contract, and not to every person or firm responding to a solicitation. All protests will be handled pursuant to the North Carolina Administrative Code, 01 NCAC 05B .1519. 12. MISCELLANEOUS: The singular of any word or phrase shall be read to include the plural and vice versa. 13. 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 CHA until after the award of the contract or cancellation of this RFP. All Vendors are forbidden from having any communications with CHA, or any other representative of CHA 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 CHA directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to CHA 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 CHA, from the contract award. Only those communications with CHA authorized by this 15 | P a g e RFP are permitted. 14. 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 opening of Proposals shall be allowed only for good cause shown and in the sole discretion of the Division of Purchase and Contract. 15. INFORMAL COMMENTS: CHA shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of CHA during the competitive process or after award. CHA is bound only by information provided in this RFP and in formal Addenda issued via the same method in which the RFP was advertised. 16. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor’s sole responsibility; the Public Health Authority of Cabarrus County will not reimburse any Vendor for any costs incurred prior to award. 17. 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. 18. 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. Any subcontracting by a Vendor must be approved in writing by CHA. This Space is Intentionally Left Blank 16 | P a g e ATTACHMENT B: CHA GENERAL CONTRACT TERMS AND CONDITIONS Availability of Funds: The Parties to this Contract agree and understand that the payment of the sums specified in this Contract is dependent and contingent upon and subject to the appropriation, allocation, and availability of funds for this purpose to the Alliance. Agreement shall automatically terminate if funds cease to be available. The Independent Contractor/Vendor: The Independent Contractor/Vendor will not be entitled to any benefits that are given to the Cabarrus Health Alliance. Neither Party is authorized to act as an agent for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound by the acts of conduct of the other. The Independent Contractor/Vendor shall be exclusively responsible for reporting and paying of all income tax payments, unemployment insurance, social security obligations, and similar taxes and levies. Media: The Independent Contractor/Vendor should have no contact with any media of any type regarding this work. The Independent Contractor/Vendor cannot and shall not represent the Alliance in any form of media. All media inquiries should be forwarded to the Alliance Public Information Officer, Marcella Beam. Termination: Termination of this agreement shall occur within 30 days of written notification by either Party to the other Party. This termination shall be for any reason or no reason. Federal Funds: If the source of funds for this Contract is federal funds, the following federal provisions apply pursuant to 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II (as applicable):Equal Employment Opportunity (41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148); Copeland “Anti-Kickback” Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708); Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti-Lobbying Amendment (31 U.S.C. 1352); Procurement of Recovered Materials (2 C.F.R. § 200.322); and Record Retention Requirements (2 CFR § 200.324). Civil Rights: Title VI of the Civil Rights Act of 1964 (Pub. L. 88-352), as amended, and all requirements imposed by or pursuant to the Department of Health and Human Services (45 C.F.R. Part 80), to the end that, in accordance with Title VI of that Act and the Regulation, no person in the United States shall, on the ground of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity covered by this Contract. Rehabilitation Act: Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 C.F.R. Part 84), to the end that, in accordance with Section 504 of that Act and the Regulation, no otherwise qualified handicapped individual in the United States shall, solely by reason of his handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity covered by this Contract. 17 | P a g e The American with Disabilities Act 1990: ADA makes it unlawful to discriminate in employment against a qualified individual with a disability and outlaws discrimination against individuals with disabilities in State and local government services and public accommodations. The Independent Contractor/Vendor certifies that it and its principals will comply with regulations in ADA Title II (Public Services) and Title III (Public Accommodations) in fulfilling the obligations under this Contract. Confidentiality: All information as to personal facts and circumstances obtained by the Independent Contractor/Vendor in connection with the provision of services or other activity under this Contract shall be privileged communication, shall be held confidential, and shall not be divulged without the responsible person’s written consent except as may be otherwise required by applicable law or regulation. Such information may be disclosed in summary, statistical, or other form, which does not directly or indirectly identify particular individuals. Independent Contractor/Vendor employees must sign confidentiality pledges documenting the knowledge of and the agreement to maintain personal and medical confidentiality. Subcontracting: The Independent Contractor/Vendor shall not subcontract any of the work contemplated under this Contract without obtaining prior written approval from the Alliance. Any approved subcontract shall be subject to all conditions of this Contract. Hold Harmless: The Independent Contractor/Vendor agrees to indemnify and save harmless the Alliance against any claims of third parties arising out of any act or omission of the Independent Contractor/Vendor, its agents, employees, and subcontractors in the performance of this Contract. Iran Divestment Act Certification: Independent Contractor/Vendor hereby certifies that Contractor, and all subcontractors, are not on the Iran Final Divestment List (“List”) created by the North Carolina State Treasurer pursuant to N.C.G.S. 147-6E. The Independent Contractor/Vendor shall not utilize any subcontractor that is identified on the List. Insurance: The Independent Contractor/Vendor agrees to furnish worker’s compensation, liability insurance and other insurance as may be required to protect the Independent Contractor/Vendor and the Alliance against claims, which may arise from the Independent Contractor/Vendor’s performance. Providing and maintaining adequate insurance coverage is a material obligation of the Independent Contractor/Vendor 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 by the Commissioner of Insurance to do business in North Carolina. The Independent Contractor/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 this Contract. The limits of coverage under each insurance policy maintained by the Independent Contractor/Vendor shall not be interpreted as limiting the Independent Contractor/Vendor’s liability and obligations under this Contract. 18 | P a g e ATTACHMENT C: PRICING This Attachment to the RFP herein provides a summary of the cost details required categorized by cost type, along with a table that should be used to demonstrate the total cost of the proposal. A) SUMMARY OF COSTS A table is provided below to summarize the total cost of the proposal based on the above cost details. Please modify the table as needed to indicate proper cost breakdowns. Item Quantity (if applicable) Unit (if applicable) Description of Item Unit Price (if applicable) Total Price Pricing Notes (for Vendor use only) Merchandise s/Services offered meets specifications (for CHA use only) 1 EA [ Y ] [ N ] 2 EA [ Y ] [ N ] 3 EA [ Y ] [ N ] 4 EA [ Y ] [ N ] 5 EA [ Y ] [ N ] 6 EA [ Y ] [ N ] 7 EA [ Y ] [ N ] 19 | P a g e 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 University 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 subcontractors, 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 subcontractors 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 University, of the relocation of the Vendor, employees of the Vendor, subcontractors of the Vendor, or other persons performing services under the contract outside of the United States YES NO NOTE: All Vendor personnel and subcontractor personnel providing call or contact center services to CHA under the contract shall disclose to inbound callers the location from which the call or contact center services are being provided. 20 | P a g e ATTACHMENT E: SAMPLE BUSINESS ASSOCIATE AGREEMENT Public Health Authority of Cabarrus County d.b.a. Cabarrus Health Alliance BUSINESS ASSOCIATE AGREEMENT This Agreement is made effective _______________by and between the Public Health Authority of Cabarrus County d/b/a Cabarrus Health Alliance, hereinafter referred to as “CHA”, and __ _________________________________, hereinafter referred to as “Business Associate,” (individually, a “Party” and collectively, the “Parties”). WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, known as “the Administrative Simplification provisions,” direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services has issued regulations modifying 45 CFR Parts 160 and 164 (the “HIPAA Privacy Rule”); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to CHA, and, pursuant to such arrangement, Business Associate may be considered a “Business Associate” of CHA as defined in the HIPAA Privacy Rule. The agreement evidencing such arrangement is hereby referred to as the “Arrangement Agreement” and is described as follows by date and name or description : _______________________________________________ ; and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under the Arrangement Agreement; THEREFORE, in consideration of the Parties’ continuing obligations under the Arrangement Agreement, and intending to be legally bound hereby, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests of both Parties. This Space is Intentionally Left Blank 21 | P a g e I. DEFINITIONS (a) Except as otherwise defined herein, terms used in this Agreement shall have the same meaning as those terms set forth in the HIPAA Privacy Rule. (b) “Protected Health Information” means individually identifiable Health Information that is (i) transmitted by electronic media; (ii) maintained in electronic media; or (iii) transmitted or maintained in any other form or medium. (c) “Health Information” means any information, including genetic information, whether oral or recorded in any form or medium, that: (i) Is created or received by a health care provider, health plan, public health authority, employer, life insurer, school or university, or health care clearinghouse; and (ii) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual. (d) Each reference to a law, rule, regulation or standard herein means such law, rule, regulation or standard as amended from time to time in effect at the applicable time. II. CONFIDENTIALITY REQUIREMENTS, OBLIGATIONS, AND ACTIVIITES OF BUSINESS ASSOCIATE (a) Business Associate shall: (i) use or disclose any Protected Health Information solely as permitted or required by this Agreement, the Arrangement Agreement (if consistent with this Agreement and the HIPAA Privacy Rule), or as required by law; (ii) ensure that its agents, including any subcontractors, to whom it provides Protected Health Information received from or created by Business Associate on behalf of CHA, agree in writing to the same restrictions and conditions that apply to Business Associate with respect to such information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees’ actions or omissions do not cause Business Associate to breach the terms of this Agreement; (iii) use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by the Agreement; (iv) permit CHA and/or the Secretary of Health and Human Services to audit Business Associate’s records and practices related to use and disclosure of Protected Health Information to ensure Business Associate’s and CHA’s compliance with the terms of the HIPAA Privacy Rule; (v) report to CHA any use or disclosure of Protected Health Information which is not in compliance with the terms of this Agreement of which it becomes aware, including breaches of unsecured Protected Health Information as required at 45 CFR 164.410, and any security incident of which it becomes aware; (vi) mitigate, to the extent practicable, any risk of PHI compromise that is known to Business Associate due to a use or disclosure of Protected Health Information by Business Associate, or a subcontractor to Business Associate, in violation of the requirements of this Agreement; and, 22 | P a g e (vii) request from CHA, and limit the use and disclosure of, only the minimum necessary Protected Health Information to accomplish the intended purpose. The HIPAA Privacy Rule’s “minimum necessary” standards shall apply to all use of Protected Health Information by Business Associate and to any such information it may disclose to others. The “minimum necessary” requirements are defined in Sections 164.502(b) and 164.514(d) of the HIPAA Privacy Rule. (b) Notwithstanding the prohibitions set forth in this Agreement or the Arrangement Agreement, Business Associate may use and disclose Protected Health Information as follows: (i) if necessary, and to the minimum extent necessary, for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are met: a. The disclosure is required by law; or b. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; (ii) for data aggregation services, if such services are to be provided by Business Associate for the health care operations of CHA pursuant to any agreements between the Parties evidencing their business relationship. III. AVAILABILITY OF PROTECTED HEALTH INFORMATION Business Associate shall: (a) at the request of CHA, provide access to Protected Health Information in a designated record set to CHA or, as directed by CHA, to an individual, in a time and manner sufficient to permit CHA to comply with the requirements of 45 CFR 164.524. (b) at the request of CHA or an individual, make any amendment(s) to Protected Health Information in a designated record set that are directed by or agreed to by CHA, in a time and manner sufficient to permit CHA to comply with the requirements of 45 CFR 164.526. (c) document disclosures of Protected Health Information and information related to such disclosures in a manner sufficient to permit CHA to respond to a request by an individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528 and provide such documentation to CHA or an individual as directed by CHA. (d) To the extent the Business Associate is to carry out one of more of CHA’s obligations(s) under Subpart E or 45 CFR Part 164, comply with the requirements of Subpart E that apply to the CHA in the performance of such obligations(s); and make its internal practices, books, and records available to CHA and/or to the Secretary for purposes of determining compliance with the HIPAA rules. 23 | P a g e IV. BREACH NOTIFICATION (a) Notice to CHA. In the event of its discovery of a breach of unsecured Protected Health Information disclosed or made available to it by CHA, Business Associate shall provide notification of such breach to CHA as required by the HIPAA Breach Notification Rule, 45 CFR §164.400 et seq., as amended from time to time. Provided, however, notwithstanding anything in that Rule to the contrary or in subparagraph below, such notice shall be given to CHA by Business Associate as soon as possible after discovery of the breach, but in no case more than 5 calendar days after discovery of the breach. Such notice shall be given by telephone and written notice delivered by overnight courier directed to: HIPAA Privacy Officer 300 Mooresville Rd. Kannapolis, NC 28081 (704) 920-1000 -- ask for the HIPAA Privacy Officer Or, to such other person and address as may be specified in a prior written notice by CHA to Business Associate. (b) Notice of Breach to Affected Individuals; Costs. Whether or not notification of the breach shall be given to affected individuals and, if so, the method by which the notification shall be given shall be determined by CHA, in its sole discretion. If required by CHA in its sole discretion, Business Associate shall give any such notice(s) at such times and in such manner as determined by CHA. In all cases, Business Associate shall pay to CHA the costs incurred by CHA due to the breach. Such costs shall include, but are not limited to: attorneys’ fees and costs, printing, postage, web site design, telephone costs, employee wages and salaries, delivery services, advertising expenses, and all other matters and expenses for which CHA is to be indemnified pursuant to Section VII(k) hereof. (c) Proof of Encryption. In the event of a breach of secured Protected Health Information, Business Associate shall notify CHA of the breach as stated in Section IV(a), above, and, within 5 calendar days after giving such notice to CHA, provide proof satisfactory to CHA that such Protected Health Information was not unsecured Protected Health Information. (d) Interpretation. The provisions of this Article IV, "Breach Notification," and all words and phrases used in it shall be interpreted consistent with the HIPAA Breach Notification Rule, 45 CFR §164.400 et seq., and the definitions provided in that Rule, the HIPAA Privacy Rule, 45 CFR §164.500 et seq., and the HIPAA Security Rule, 45 CFR §164.302, et seq. 24 | P a g e V. TERM AND TERMINATION (a) Term: This Agreement shall continue indefinitely until terminated as set forth herein. Business Associate’s obligations under this Agreement terminate upon the latest to occur of all of the following: (i) CHA has agreed to a termination of this Agreement or terminated it for cause; (ii) Business Associate has ceased using Health Information provided by, through or in relation to CHA; and, (iii) Business Associate has returned or destroyed all Health Information provided by, through or in relation to CHA as further provided herein; and, (iv) Business Associate has fully complied with all the terms and provisions of this Agreement and the Arrangement Agreement and is not in breach of any of the provisions thereof. (b) Termination for Cause: Upon CHA's knowledge of a material breach by Business Associate or subcontractor to Business Associate, CHA may in its sole discretion either: (i) provide an opportunity for Business Associate to cure the breach or end the violation or, if Business Associate does not cure the breach or end the violation within the time specified by CHA, terminate this Agreement and the Arrangement Agreement; or (ii) Immediately terminate this Agreement and the Arrangement Agreement if Business Associate has breached a material term of this Agreement and cure is not possible. (c) Return or destruction of Protected Health Information: At termination of this Agreement, the Arrangement Agreement (or any similar documentation of the business relationship of the Parties), or upon request of CHA, whichever occurs first, Business Associate shall: (i) if feasible, return or destroy all Protected Health Information received from or created or received by Business Associate on behalf of CHA that Business Associate still maintains in any form. Business Associate shall only destroy Protected Health Information with the written approval of CHA. After return or destruction, Business Associate shall retain no copies of such information. (ii) if return or destruction is not feasible, Business Associate will provide CHA with documentation explaining the reason that it is not feasible. If the Protected Health Information is not returned or destroyed, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. (d) Survival: The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. 25 | P a g e VI. PROVISIONS FOR CHA TO INFORM BUSINESS ASSOCIATE OF PRIVACY PRACTICES AND RESTRICITIONS (a) CHA shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s use of disclosure of Protected Health Information. VII. MISCELLANEOUS (a) All Protected Health Information that is disclosed or made available in any form, including paper record, oral communication, audio recording, or electronic display or records by CHA or its operating units to Business Associate, or is created or received by Business Associate on CHA’s behalf, shall be subject to this Agreement. (b) A reference in this Agreement to a section in the HIPAA Privacy Rule means the section as in effect or as amended. (c) In the event of an inconsistency between the provisions of this Agreement (including definitions) and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of this Agreement shall control. (d) Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (e) This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. (f) This Agreement will be governed by the laws of the State of North Carolina. (g) No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (h) The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to CHA contains provisions relating to the use or disclosure of Protected Health Information that are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. (i) In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. (j) The headings in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. (k) Notwithstanding anything else set forth herein, Business Associate agrees to indemnify and hold CHA harmless from and against any and all losses, damages, costs and expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by or threatened against CHA in connection with (i) any actual or threatened breach of this Agreement by Business Associate or by anyone acting by, through, under or as a contractor to Business Associate, or (ii) any violation of any of the laws, rules, regulations or standards related to the privacy of Healthcare Information addressed 26 | P a g e _____________________________ _____________________________ ________________________ ________________________ _______________________________ _______________________________ _______________________________ _______________________________ herein by Business Associate or by anyone acting by, through, under or as a contractor to Business Associate. IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the day and year first written above. CHA: BUSINESS ASSOCIATE: [Insert Name Here] [Insert Name Here] [Insert Name Here] [Insert Name Here] [Insert Date Here] [Insert Date Here] Printed Name: Printed Name: Signed: Signed: Title: Title: Date: Date:

2 W Edenton St, Raleigh, NC 27601, USALocation

Address: 2 W Edenton St, Raleigh, NC 27601, USA

Country : United StatesState : North Carolina

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