Document Shredding Services

STATE OF NORTH CAROLINA University of North Carolina at Charlotte Invitation for Bid #: 66-23021 SB Secure Document Shredding Services Date Issued: Thursday, September 22, 2022 Bid Opening Date: Thursday, October 6, 2022 At 2:00 PM ET Direct all inquiries concerning this IFB to: Scott Brechtel Director of Materials Management Email: sjbrecht@uncc.edu STATE OF NORTH CAROLINA UNIVERSITY OF NORTH CAROLINA AT CHARLOTTE Invitation for Bids # 66-23021 SB ______________________________________________________ For internal State agency processing, including tabulation of bids in the Interactive Purchasing System (IPS), provide your company’s eVP (Electronic Vendor Portal) Number or alternate identification number (e.g., EIN or Social Security Number). Pursuant to G.S. 132-1.10(b) this identification number shall not be released to the public. This page will be removed and shredded, or otherwise kept confidential, before the procurement

file is made available for public inspection. This page must be filled out and returned with your bid. Failure to do so shall be sufficient cause to reject your bid. ___________________________________________________ Vendor Name ______________________________ Vendor # Note: For your bid to be considered, your company (you) must be a North Carolina registered vendor in good standing. You must enter the vendor number assigned through eVP (Electronic Vendor Portal). If you do not have a vendor number, register at https://vendor.ncgov.com/vendor/login Electronic responses ONLY will be accepted for this solicitation. https://vendor.ncgov.com/vendor/login Rev: 01/2022 Page 1 of 23 EXECUTION In compliance with this Invitation for Bids (IFB), 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 bid, the undersigned Vendor understands that False certification is a Class I felony and certifies that:  this bid 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  it is not an ineligible Vendor as set forth in G.S. 143-59.1. Furthermore, by executing this bid, 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 IFB, 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 this bid response to the IFB, the undersigned certifies, for Vendor’s entire organization and its employees or agents, that Vendor is not aware that any such gift has been offered, accepted, or promised by any employees or agents of Vendor’s organization. By executing this bid, Vendor certifies that it has read and agreed to the INSTRUCTION TO VENDORS and the NORTH CAROLINA GENERAL TERMS AND CONDITIONS. These documents can be accessed at the links provided in the ATTACHMENTS Section at the end of this IFB. Failure to execute/sign bid prior to submittal may render bid invalid and it MAY BE REJECTED Late bids CANNOT and WILL NOT be accepted. COMPLETE/FORMAL NAME OF VENDOR: STREET ADDRESS: P.O. BOX: ZIP: CITY & STATE COUNTY: TELEPHONE NUMBER: PRINCIPAL PLACE OF BUSINESS ADDRESS IF DIFFERENT FROM ABOVE (SEE INSTRUCTIONS TO VENDORS ITEM #21): PRINT NAME & TITLE OF PERSON SIGNING ON BEHALF OF VENDOR: FAX NUMBER: VENDOR’S AUTHORIZED SIGNATURE: DATE: E-MAIL: STATE OF NORTH CAROLINA University of North Carolina at Charlotte Refer ALL Inquiries regarding this IFB to: Scott Brechtel sjbrecht@uncc.edu Invitation for Bid # 66-23021 SB Bids will be publicly opened: Thursday, October 6, 2022 @ 2:00 PM ET Using Department: Campus-wide Bid Number: 66-23021 SB Rev: 01/2022 Page 2 of 23 FOR UNIVERSITY USE ONLY: Offer accepted and Contract awarded this ____ day of _______________, 2022, as indicated on the attached certification, by: ______________________________________________________ VALIDITY PERIOD Offer valid for at least sixty (60) days from date of bid opening, unless otherwise stated here: ______ days. After this date, any withdrawal of offer shall be made in writing, effective upon receipt by the University. BID ACCEPTANCE The contract is a separate document that represents the Vendor’s and the University’s entire agreement (herein “Contract”). If your bid is accepted and results, through negotiation or otherwise, in a contract award you will be expected to accept the NORTH CAROLINA GENERAL TERMS AND CONDITIONS as part of the Contract. Dependent upon the product or service being offered, other terms and conditions may apply. (Authorized Representative of UNC Charlotte) https://files.nc.gov/ncdoa/pandc/OnlineForms/Form_North-Carolina-General-Terms-and-Conditions_01.2020.pdf Bid Number: 66-23021 SB Rev: 01/2022 Page 3 of 23 1.0 PURPOSE AND BACKGROUND .......................................................................................... 5 1.1 CONTRACT TERM................................................................................................................. 5 2.0 GENERAL INFORMATION .................................................................................................... 5 2.1 INVITATION FOR BID DOCUMENT ....................................................................................... 5 2.2 NOTICE TO VENDORS REGARDING IFB TERMS AND CONDITIONS ................................ 5 2.3 IFB SCHEDULE ..................................................................................................................... 6 2.4 RESERVED ................................................................................................................................ 6 2.5 BID QUESTIONS ................................................................................................................... 6 2.6 BID SUBMITTAL .................................................................................................................... 6 2.7 BID CONTENTS ..................................................................................................................... 6 2.8 ALTERNATE BIDS ................................................................................................................. 7 2.9 RESERVED ............................................................................................................................ 7 3.0 METHOD OF AWARD AND BID EVALUATION PROCESS .................................................. 7 3.1 METHOD OF AWARD ............................................................................................................ 7 3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING EVALUATION ......... 7 3.3 BID EVALUATION PROCESS ................................................................................................ 7 3.4 PERFORMANCE OUTSIDE THE UNITED STATES .............................................................. 8 3.5 INTERPRETATION OF TERMS AND PHRASES ................................................................... 8 4.0 REQUIREMENTS ................................................................................................................... 8 4.1 PRICING ................................................................................................................................ 8 4.2 RESERVED ............................................................................................................................ 9 4.3 RESERVED ............................................................................................................................ 9 4.4 RESERVED ............................................................................................................................ 9 4.5 RESERVED ............................................................................................................................ 9 4.6 RESERVED ............................................................................................................................ 9 4.7 RESERVED ............................................................................................................................ 9 4.8 RESERVED ............................................................................................................................ 9 4.9 DEVIATIONS .......................................................................................................................... 9 4.10 RESERVED ............................................................................................................................ 9 4.11 REFERENCES ....................................................................................................................... 9 4.12 VENDOR’S REPRESENTATIONS ......................................................................................... 9 4.13 FINANCIAL STABILITY .......................................................................................................... 9 4.14 AGENCY INSURANCE REQUIREMENTS MODIFICATIONS .............................................. 10 4.15 PIGGYBACKING OPTION ................................................................................................... 10 5.0 SERVICE REQUIREMENTS ................................................................................................ 10 SCOPE OF WORK ............................................................................................................... 10 6.0 CONTRACT ADMINISTRATION .......................................................................................... 13 6.1 PROJECT MANAGER AND CUSTOMER SERVICE ............................................................ 13 6.2 POST AWARD MANAGEMENT REVIEW MEETINGS ......................................................... 13 6.3 CONTINUOUS IMPROVEMENT .......................................................................................... 13 6.4 RESERVED .......................................................................................................................... 14 Bid Number: 66-23021 SB Rev: 01/2022 Page 4 of 23 6.5 RESERVED .......................................................................................................................... 14 6.6 INVOICES ............................................................................................................................ 14 6.7 DISPUTE RESOLUTION ...................................................................................................... 14 6.8 RESERVED .......................................................................................................................... 14 6.9 CONTRACT CHANGES ....................................................................................................... 14 7.0 ATTACHMENTS .................................................................................................................. 15 ATTACHMENT A: PRICING FORM ..................................................................................................... 15 ATTACHMENT B: INSTRUCTIONS TO VENDORS............................................................................. 15 ATTACHMENT C: NORTH CAROLINA GENERAL CONTRACT TERMS & CONDITIONS ................ 15 ATTACHMENT D: VENDOR REQUEST FOR EO50 PRICE-MATCHING ........................................... 15 ATTACHMENT E: LOCATION OF WORKERS UTILIZED BY VENDOR ............................................ 15 ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION ...................................................... 15 ATTACHMENT G: CUSTOMER REFERENCE FORM ......................................................................... 15 ATTACHMENT H: HUB SUPPLEMENTAL SUPPLIER INFORMATION ............................................. 15 ATTACHMENT I: SAMPLE AGREEMENT .......................................................................................... 15 ATTACHMENT J: DATA PROTECTION AGREEMENT ..................................................................... 15 ATTACHMENT A: PRICING FORM ..................................................................................................... 16 ATTACHMENT I: SAMPLE AGREEMENT ........................................................................................... 17 ATTACHMENT J: DATA PROTECTION AGREEMENT ...................................................................... 23 Bid Number: 66-23021 SB Rev: 01/2022 Page 5 of 23 1.0 PURPOSE AND BACKGROUND The Purchasing Office is soliciting bids for secure document shredding services in order to establish a convenience contract that can be used by all campus departments. The resulting contract will be a convenience contract only, to be used on an as needed, where needed basis, so the University makes no guarantee as to the minimum level of spend under any awarded contract. 1.1 CONTRACT TERM The Contract shall have an initial term of two (2) years, beginning on the date of contract award (the “Effective Date”). At the end of the Contract’s current term, the University shall have the option, in its sole discretion, to renew the Contract on the same terms and conditions for three (3) additional one-year terms. The University will give the Vendor written notice of its intent to exercise the option to renew by the end of the then-current term. In addition, the University reserves the right to extend a contract term after the last active term. Bids shall be submitted in accordance with the terms and conditions of this IFB and any addenda issued hereto. 2.0 GENERAL INFORMATION 2.1 INVITATION FOR BID DOCUMENT The IFB is comprised of the base IFB document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this IFB in advance of any Contract award are incorporated herein by reference. 2.2 NOTICE TO VENDORS REGARDING IFB 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 IFB 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 IFB. If Vendors have questions, issues, or exceptions regarding any term, condition, or other component within this IFB, those must be submitted as questions in accordance with the instructions in the BID QUESTIONS section. If the University determines that any changes will be made as a result of the questions asked, then such decisions will be communicated in the form of an IFB addendum. The University may also elect to leave open the possibility for later negotiation and amendment of specific provisions of the Contract that have been addressed during the question and answer period. Other than through this process, the University rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor’s bid. This applies to any language appearing in or attached to the document as part of the Vendor’s bid that purports to vary any terms and conditions or Vendors’ instructions herein or to render the bid non-binding or subject to further negotiation. Vendor’s bid shall constitute a firm offer. By execution and delivery of this IFB 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 bid as nonresponsive. By executing and submitting its bid in response to this IFB, Vendor understands and agrees that the University may exercise its discretion not to consider any and all proposed modifications Vendor(s) may request and may accept Vendor’s bid under the terms and conditions of this IFB. Bid Number: 66-23021 SB Rev: 01/2022 Page 6 of 23 2.3 IFB SCHEDULE The table below shows the intended schedule for this IFB. The University will make every effort to adhere to this schedule. Event Responsibility Day, Date and Time Issue IFB University Thursday, September 22, 2022 Submit Written Questions Vendor Wednesday, September 28, 2022 Provide Responses to Questions University Friday, September 30, 2022 Submit Bids Vendor Thursday, October 6, 2022 @ 2:00 PM ET Contract Award University Monday, October 24, 2022 2.4 RESERVED 2.5 BID QUESTIONS Upon review of the IFB documents, Vendors may have questions to clarify or interpret the IFB in order to submit the best bid possible. To accommodate the Bid Questions process, Vendors shall submit any such questions by the above due date. Written questions shall be e-mailed to sjbrecht@uncc.edu by the date and time specified above. Vendors will enter “IFB # 66-23021 SB: Questions” as the subject for the email. Questions submittals will include a reference to the applicable IFB section. Questions received prior to the submission deadline date, the University’s response, and any additional terms deemed necessary by the University will be posted in the form of an addendum to the Interactive Purchasing System (IPS), http://www.ips.state.nc.us, and shall become an Addendum to this IFB. No information, instruction or advice provided orally or informally by any University personnel, whether made in response to a question or otherwise in connection with this IFB, shall be considered authoritative or binding. Vendors shall rely only on written material contained in an Addendum to this IFB. 2.6 BID SUBMITTAL IMPORTANT NOTE: This is an absolute requirement. Vendor shall bear the risk for late submission due to unintended or unanticipated delay—whether submitted electronically, delivered by hand, U.S. Postal Service, courier or other delivery service. It is the Vendor’s sole responsibility to ensure its bid has been received by this Office by the specified time and date of opening. The date and time of submission will be marked on each bid when received. Any bid received after the bid submission deadline will be rejected. All bid responses shall be submitted electronically via the North Carolina Business Invitation Delivery System (NC BIDS). For additional information, the NC BIDS for Vendors page includes online training videos and a link to NC BIDS FAQs for Vendors. Failure to submit a bid in strict accordance with these instructions shall constitute sufficient cause to reject a Vendor’s bid(s). Vendors are strongly encouraged to allow sufficient time to upload bids. Critical updated information may be included in Addenda to this IFB. It is important that all Vendors bidding on this IFB periodically check the State’s IPS website for any Addenda that may be issued prior to the bid opening date. All Vendors shall be deemed to have read and understood all information in this IFB and all Addenda thereto. 2.7 BID CONTENTS Vendors shall populate all attachments of this IFB that require the Vendor to provide information and include an authorized signature where requested. Vendor response to this IFB shall include each of the following items: a) Completed and signed version of EXECUTION PAGE, completed version of any pages requiring vendor input, and signed receipt pages of any addenda released in conjunction with this IFB (as required). http://www.ips.state.nc.us/ https://ncadmin.nc.gov/nc-bids-vendors https://ncadmin.nc.gov/nc-bids-faqs-vendors https://ncadmin.nc.gov/nc-bids-faqs-vendors Bid Number: 66-23021 SB Rev: 01/2022 Page 7 of 23 b) Completed version of ATTACHMENT A: PRICING c) Completed and signed version of ATTACHMENT E: LOCATION OF WORKERS UTILIZED BY VENDOR d) Completed and signed version of ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION e) Completed and signed version of ATTACHMENT H: HUB SUPPLEMENTAL VENDOR INFORMATION 2.8 ALTERNATE BIDS Vendor may submit alternate bids for various methods or levels of service(s) or that propose different options, in addition to its principal bid. Alternate bids must specifically identify the IFB requirements and advantage(s) addressed by the alternate bid. Any alternate bid, in addition to the marking described above, must be clearly marked with the legend: “Alternate Bid #66-23021 SB for [name of Vendor”]. Each bid must be for a specific set of goods and must include specific pricing. If a Vendor chooses to respond with various offerings, each must be offered with a separate price and be contained in a separate bid document. Each bid must be complete and independent of other bids offered. 2.9 RESERVED 3.0 METHOD OF AWARD AND BID EVALUATION PROCESS 3.1 METHOD OF AWARD North Carolina G.S. 143-52 provides a list of criteria the State shall use to award contracts. The goods or services being procured shall dictate the application and order of criteria; however, all award decisions shall be in the University’s best interest. While the intent of this IFB is to award a Contract to a single Vendor for all line items/portions, the University reserves the right to make separate awards to different Vendors for one or more items/portions, to not award one or more items/portions, or to cancel this IFB in its entirety without awarding a Contract, if it is considered to be most advantageous to the University to do so. The University reserves the right to waive any minor informality or technicality in bids received. 3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING EVALUATION While this IFB is under evaluation, the bidder, including any subcontractors and suppliers are prohibited from engaging in conversations intended to influence the outcome of the evaluation. See the Paragraph 29, CONFIDENTIAL INFORMATION and Paragraph 30, COMMUNICATIONS BY VENDORS of the INSTRUCTIONS TO VENDORS. 3.3 BID EVALUATION PROCESS Only responsive submissions will be evaluated. The University will conduct an evaluation of responsive Bids, as follows: Bids will be received according to the method stated in the BID SUBMITTAL section. All bids must be received in the Purchasing Office not later than the date and time specified on the cover sheet of this IFB. At the date and time specified as the bid opening, the bid responses from each responding Vendor will be opened publicly and the name of the Vendor and bid’s total cost 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. If negotiation is anticipated under 01 NCAC 05B.0503, pricing may not be public until award. Bid Number: 66-23021 SB Rev: 01/2022 Page 8 of 23 At their sole option, the evaluators may request oral presentations or discussions with any or all Vendors for the purpose of clarification or to amplify the materials presented in any part of the bid. Vendors are cautioned, however, that the evaluators are not required to request presentations or other clarification—and often do not. Therefore, all bids should be complete and reflect the most favorable terms available from the Vendor. Prices bid cannot be altered or modified as part of a clarification. Bids will generally be evaluated, based on completeness, content, cost, and responsibility of the Vendor to supply the requested goods and services. Specific evaluation criteria are listed in Section 3.1 METHOD OF AWARD. Upon completion of the evaluation process, the University will make Award(s) based on the evaluation and post the award(s) to IPS under the IFB number for this solicitation. Award of a Contract to one Vendor does not mean that the other bids lacked merit, but that, all factors considered, the selected bid was deemed most advantageous and represented the best value to the University. 3.4 PERFORMANCE OUTSIDE THE UNITED STATES Vendor shall complete ATTACHMENT E: LOCATION OF WORKERS UTILIZED BY VENDOR. In addition to any other evaluation criteria identified in this IFB, the University may also consider—for purposes of evaluating proposed or actual contract performance outside of the United States and to ensure that any award will be in the best interest of the University—how that performance may affect or be affected by the following factors: a) Total cost to the University b) Level of quality provided by the Vendor c) Process and performance capability across multiple jurisdictions d) Protection of the University’s information and intellectual property e) Availability of pertinent skills f) Ability to understand the University’s business requirements and internal operational culture g) Particular risk factors such as the security of the University’s information technology h) Relations with citizens and employees i) Contract enforcement jurisdictional issues 3.5 INTERPRETATION OF TERMS AND PHRASES This Invitation for Bids 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 that results from this procurement. As such, all terms in the Invitation for Bids shall be enforceable as contract terms in accordance with the North Carolina General Contract Terms and Conditions. The use of phrases such as “shall,” “must,” and “requirements” are intended to create enforceable contract conditions. In determining whether bids 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 Invitation for Bids. Except as specifically stated in the Invitation for Bids, no one requirement shall automatically disqualify a Vendor from consideration. However, failure to comply with any single requirement, if determined to be essential under the circumstances then existing, may result in the Department exercising its discretion to reject a bid in its entirety. 4.0 REQUIREMENTS This Section lists the requirements related to this IFB. By submitting a bid, the Vendor agrees to meet all stated requirements in this Section and as otherwise stated in this IFB. If a Vendor is unclear about a requirement or believes a change in a requirement would allow for the University to receive a better bid, the Vendor is encouraged to submit these items in the form of a question during the question and answer period. 4.1 PRICING Bid price shall include the total price for each service item, including handling, administrative and other similar fees. Vendor shall not invoice for any amounts not specifically allowed for in this IFB. Bid Number: 66-23021 SB Rev: 01/2022 Page 9 of 23 4.2 RESERVED 4.3 RESERVED 4.4 RESERVED 4.5 RESERVED 4.6 RESERVED 4.7 RESERVED 4.8 RESERVED 4.9 DEVIATIONS The nature of all deviations from the Specifications and Requirements listed herein shall be clearly described by the Vendor. Otherwise, it will be considered that items offered by the Vendor are in strict compliance with the Specifications and Requirements, and the successful Vendor shall be held responsible to supply conforming goods. Deviations shall be explained in detail below or on an attached sheet. However, no implication is made or intended by the University that any deviation will be acceptable. Do not list objections to the North Carolina General Contract Terms and Conditions in this section. ___________________________________________________________________________________________ ___________________________________________________________________________________________ __________________________________________________________________________________________ 4.10 RESERVED 4.11 REFERENCES Vendors shall provide at least three (3) references, using ATTACHMENT G: CUSTOMER REFERENCE FORM, for which your company has supplied the exact model of equipment offered. The University may contact these users to determine quality level of the offered equipment; as well as, but not limited to user satisfaction with Vendor performance. Information obtained may be considered in the evaluation of the proposal. 4.12 VENDOR’S REPRESENTATIONS If the bid results in an award, the Vendor agrees that it will not enter any agreement with a third party that may abridge any rights of the University under the Contract. If any Services, deliverables, functions, or responsibilities not specifically described in this solicitation are required for Vendor’s proper performance, provision and delivery of the service and deliverables under a resulting 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 telecommunications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and Deliverables. Vendor expressly assumes full responsibility for prompt notification to the Purchasing Agency listed on the face of this IFB of any product recall in accordance with the applicable state or federal regulations. The Vendor shall support the University, as necessary, to promptly replace any such products, at no cost to the University. 4.13 FINANCIAL STABILITY Each Vendor shall certify it is financially stable by completing the ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION. The University is requiring this certification to minimize potential performance issues from Contracting with a Vendor that is financially unstable. This Certification shall be deemed continuing, and from the date of the Bid Number: 66-23021 SB Rev: 01/2022 Page 10 of 23 Certification to the expiration of the Contract, the Vendor shall notify the University within thirty (30) days of any occurrence or condition that materially alters the truth of any statement made in this Certification. 4.14 AGENCY INSURANCE REQUIREMENTS MODIFICATIONS The Purchasing Agency has conducted a risk assessment and determined that certain default coverage provisions in the North Carolina General Terms and Conditions, paragraph entitled Insurance, should be increased from the minimums stated. Default Insurance Coverage from the General Terms and Conditions applicable to this Solicitation: Small Purchases ☒ Contract value in excess of the Small Purchase threshold, but up to $1,000,000.00 Contract value in excess of $1,000,000.00 4.15 PIGGYBACKING OPTION Other UNC campuses have expressed an interest in participating in the contract awarded through this solicitation and may wish to piggyback on the agreement between UNC Charlotte and the awardee. This would allow the other campuses to satisfy the competition requirements of the state of North Carolina without having to issue an additional solicitation for the services sought in this IFB. Would your company agree to honor the prices, terms, and conditions of the contract and extend them to other UNC campuses? _________YES ___________NO 5.0 SERVICE REQUIREMENTS SCOPE OF WORK Contractor will arrange for the pickup and shredding of all bin contents from each campus location; upon completion of shredding, a certification of destruction shall be provided. Shredding services vary by campus department and most require service bi-weekly or monthly, but there are those who require weekly service, or on another mutually agreed upon schedule. Contractor shall coordinate the shredding schedule with each campus department requiring service in the most efficient manner possible. Any minimum fee per campus location must be clearly detailed in the bid submission and explain the shredding services that this fee will include. The documents to be shredded are confidential in nature and must be held in secure custody from the time they are picked up through the time they are confirmed as shredded. The University’s standard hours of operation are Monday through Friday, 8:00 AM-5:00 PM. Contractor Requirements: • Contractor shall provide all personnel, equipment and supplies required to perform the services as specified in this IFB. • Contractor shall comply with all applicable state and federal confidentiality and nondisclosure laws as they relate to secure document handling and destruction. Additionally, the successful bidder will be required to sign the Data Protection Agreement, provided for review in this document as ATTACHMENT J, as part of the final contract resulting from this solicitation. • Bidder must provide three (3) references from customers where work similar in size and scope has been performed. Reference information must include the company name, contact name, telephone number, and email address. • Contractor must be bonded and must employ bonded, insured, and fully uniformed customer service representatives. Contractor must include proof of bonding, licensure, and employee background screening with bid response. Bid Number: 66-23021 SB Rev: 01/2022 Page 11 of 23 • Contractor and contractor’s personnel are prohibited from reading or copying any portion of the materials at any time. Contractor’s personnel are also required to have a signed confidentiality statement, guaranteeing non-disclosure of information. If any violation of records confidentiality occurs, the University is to be notified upon discovery of the occurrence. • While in the custody of contractor, materials must always be attended or secured from unauthorized access. All vehicles used to remove records shall be secure, lockable, and fully enclosed. • Prior to award, the University reserves the right to make a site inspection of the bidder’s facility including all work and storage areas. • Contractor must designate an account representative as the single point of contact for the University. • Pricing submitted must be held firm for the initial term of the resulting contract. Any proposed price increase must be due to an increase in the cost of doing business and substantiated through an increase in the Consumer Price Index (CPI). • It is preferred that respondents are certified with NAID, the National Association for Information Destruction. Please include a copy of your certification, if applicable, with your bid response. • Shredding services may be performed on-site or off-site, but a certificate of destruction is required in either case. Shredding Requirements: • Contractor will be responsible for collecting documents to be shredded from campus departments per a set schedule as agreed upon with each campus department. Collection schedules will be determined on a department by department basis, but will be coordinated by the contractor to achieve efficiency and ensure the minimum number of trips to campus are required. • Contractor must utilize a shredding process that will ensure the total destruction of all material. • Shredding shall be performed as-is, without requiring removal of folders or binding material. • All shredded materials may only be used for recycling into consumer products and may not be used for packing material. • A unique, tracking/identification number must be assigned for each pick-up and recorded on a receipt given to the department at the time of pick-up. This number shall appear on invoices and will also be used to verify certificates of destruction. The receipt is to include the name of contractor’s service representative, date of pick-up, number of containers or total weight, description of records, and the contractor’s tracking number. • The certificate of destruction shall be provided to the department either in hard copy, paper form or sent electronically via email. Current Environment: The following table, to the best of the University’s knowledge, lists the current shredding services by department location, container size, and frequency of service. This list is not intended to represent an exact guarantee of service, but rather to present a best estimate of typical campus shredding needs and also to provide a means of comparing bid pricing received. The below link contains maps of the UNC Charlotte campus to aid potential bidders with identifying locations: https://facilities.charlotte.edu/our-services/maps/printable-campus-maps Location Standard Console 96 Gallon Bin Frequency Research & Economic Development (Grigg Hall) 1 Bi-weekly Research & Economic Development (Grigg Hall) 3 Monthly Charlotte Research Institute (Grigg Hall) 1 Bi-weekly Parking Services (Facility Ops & Parking Bldg) 1 Bi-weekly International Programs (CHHS Bldg) 1 Bi-weekly https://facilities.charlotte.edu/our-services/maps/printable-campus-maps Bid Number: 66-23021 SB Rev: 01/2022 Page 12 of 23 Math Department (Fretwell) 1 Bi-weekly Controllers Office (Reese) 3 1 Bi-weekly Controllers Office (Reese) 2 Weekly Treasury Services (Reese) 1 Monthly Undergraduate Admissions (Gage Admissions Center) 6 Monthly Urban Institute (Sycamore) 1 Monthly Facilities Management (FM & Police Bldg) 1 2 Monthly Financial Aid (Cone Center) 2 Monthly Human Resources (King) 3 Monthly Music Department (Robinson) 1 Monthly Office of Disability Services (Fretwell) 1 Monthly Registrar (King) 1 Monthly Advising Center (Colvard) 1 Monthly Budget (Reese) 1 Monthly Center for Academic Excellence (Colvard) 1 Monthly Center for Stem Education (College of Education Bldg) 1 Monthly Chemistry (Burson) 2 Monthly College of Computing and Informatics (Woodward) 2 Monthly Cone Center 1 Monthly Civil Engineering (EPIC) 1 Monthly Physics and Optical Science (Grigg) 1 Monthly Outdoor Leadership Program (Cone Center) 1 Monthly Niner Central (Cone Center) 1 Monthly Public Health Sciences (CHHS Bldg) 2 Monthly Enrollment Management (King) 2 Monthly Motorsports (Motorsports Lab) 1 Monthly Venue Management (Student Activity Center) 1 Monthly Student Government (Student Union) 1 Monthly Environmental Health and Safety (FM Annex Trailers) 1 Monthly Graduate School (Cato) 2 Bi-monthly Mechanical Engineering (Duke) 1 Bi-monthly Veterans Services (Barnard) 1 Weekly Bid Number: 66-23021 SB Rev: 01/2022 Page 13 of 23 Counseling Center (Library) 1 Monthly Dean of Students (King) 1 Weekly Residence Hall-Levine 1 Monthly Residence Hall-Scott 1 Monthly Residence Hall-Wallis 1 Monthly Residence Hall-Witherspoon 1 Monthly Residence Hall-Greek Village 1 Monthly Residence Hall-Hawthorn 1 Monthly Residence Hall-Holshouser 1 Monthly Residence Hall-Hunt 1 Monthly Residence Hall-Laurel 1 Monthly Residence Hall-Lynch 1 Monthly Residence Hall-Maple 1 Monthly Residence Hall-Martin 1 Monthly Residence Hall-Miltmore 1 Monthly Residence Hall-Sanford 1 Monthly Residence Hall-Belk 1 Monthly Housing and Residence Life Office (HRL Bldg) 2 Monthly 6.0 CONTRACT ADMINISTRATION 6.1 PROJECT MANAGER AND CUSTOMER SERVICE If selected for award, the Vendor shall designate and make available to the University a single point of contact for contract related issues and issues concerning performance, progress review, scheduling and any service required. 6.2 POST AWARD MANAGEMENT REVIEW MEETINGS The Vendor, at the request of the University, shall be required to meet quarterly with the University for Project Review meetings. The purpose of these meetings will be to review project progress reports, discuss Vendor and University performance, address outstanding issues, review problem resolution, provide direction, evaluate continuous improvement and cost saving ideas, and discuss any other pertinent topics. 6.3 CONTINUOUS IMPROVEMENT The University encourages the Vendor to identify opportunities to reduce the total cost the University. A continuous improvement effort consisting of various ideas to enhance business efficiencies will be discussed at the periodic Business Review Meetings. Bid Number: 66-23021 SB Rev: 01/2022 Page 14 of 23 6.4 RESERVED 6.5 RESERVED 6.6 INVOICES The standard format for invoicing shall be single Invoices meaning that the Vendor shall provide the University with an invoice for each department serviced. Invoices shall include detailed line item information to allow the University to verify pricing at point of receipt matches the correct price from the original date of order. 6.7 DISPUTE RESOLUTION During the performance of the contract, the parties must agree that it is in their mutual interest to resolve disputes informally. Any claims by the Vendor shall be submitted in writing to the University’s Contract Manager for resolution. Any claims by the University shall be submitted in writing to the Vendor’s Project Manager for resolution. The Parties shall agree to 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. The parties will agree on a reasonable amount of time to resolve a dispute. If a dispute cannot be resolved between the Parties within the agreed upon period, either Party may elect to exercise any other remedies available under the Contract, or at law. This term, when agreed in the Contract, shall not constitute an agreement by either party to mediate or arbitrate any dispute. 6.8 RESERVED 6.9 CONTRACT CHANGES Contract changes, if any, over the life of the contract shall be implemented by contract amendments agreed to in writing by the University and Vendor. The remainder of this page is intentionally left blank Bid Number: 66-23021 SB Rev: 01/2022 Page 15 of 23 7.0 ATTACHMENTS ATTACHMENT A: PRICING FORM The Pricing Form associated with this IFB is a separate document that is captioned ATTACHMENT A: PRICING FORM and can be found at the end of this IFB. ATTACHMENT B: INSTRUCTIONS TO VENDORS The Instructions to Vendors, which are incorporated herein by this reference, may be found here: https://ncadmin.nc.gov/documents/vendor-forms ATTACHMENT C: NORTH CAROLINA GENERAL CONTRACT TERMS & CONDITIONS The North Carolina General Terms and Conditions, which are incorporated herein by this reference, may be found here: https://ncadmin.nc.gov/documents/vendor-forms ATTACHMENT D: VENDOR REQUEST FOR EO50 PRICE-MATCHING The Vendor Request for EO50 Price-Matching associated with this IFB is a separate document that is captioned ATTACHMENT D: VENDOR REQUEST FOR EO50 PRICE-MATCHING and can be found at the following link: https://ncadmin.nc.gov/documents/vendor-forms ATTACHMENT E: LOCATION OF WORKERS UTILIZED BY VENDOR The Location of Workers Utilized by Vendor associated with this IFB is a separate document that is captioned ATTACHMENT E: LOCATION OF WORKERS UTILIZED BY VENDOR and can be found at the following link: https://ncadmin.nc.gov/documents/vendor-forms ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION The Certification of Financial Condition associated with this IFB is a separate document that is captioned ATTACHMENT F: CERTIFICATION OF FINANCIAL CONDITION and can be found at the following link: https://ncadmin.nc.gov/documents/vendor-forms ATTACHMENT G: CUSTOMER REFERENCE FORM The Customer Reference Form associated with this IFB is a separate document that is captioned ATTACHMENT G: CUSTOMER REFERENCE FORM and can be found at the following link: https://ncadmin.nc.gov/documents/vendor- forms ATTACHMENT H: HUB SUPPLEMENTAL SUPPLIER INFORMATION The Historically Underutilized Businesses (HUB) Supplier Information associated with this IFB is a separate document that is captioned ATTACHMENT H: HUB SUPPLEMENTAL SUPPLIER INFORMATION and can be found at the following link: https://ncadmin.nc.gov/documents/vendor-forms ATTACHMENT I: SAMPLE AGREEMENT The Sample Agreement with this IFB is a separate document that is captioned ATTACHMENT I: SAMPLE AGREEMENT ATTACHMENT J: DATA PROTECTION AGREEMENT The Data Protection Agreement with this IFB is a separate document that is captioned ATTACHMENT J: DATA PROTECTION AGREEMENT https://ncadmin.nc.gov/documents/vendor-forms https://ncadmin.nc.gov/documents/vendor-forms https://ncadmin.nc.gov/documents/vendor-forms https://ncadmin.nc.gov/documents/vendor-forms https://ncadmin.nc.gov/documents/vendor-forms https://ncadmin.nc.gov/documents/vendor-forms https://ncadmin.nc.gov/documents/vendor-forms https://ncadmin.nc.gov/documents/vendor-forms Bid Number: 66-23021 SB Rev: 01/2022 Page 16 of 23 ATTACHMENT A: PRICING FORM Cost of Shredding Services Standard Services: Ninety-Six (96) Gallon Bin: $___________each Standard Console: $___________each Minimum Stop Fee $___________/stop Shredding Services Included in the Minimum Stop Fee: _____________________________________________ Bulk Purge Pricing: $___________/Standard Banker Box $___________/Large Banker Box $___________/Standard Console $___________/96 Gallon Bin Bid Number: 66-23021 SB Rev: 01/2022 Page 17 of 23 ATTACHMENT I: SAMPLE AGREEMENT STATE OF NORTH CAROLINA MECKLENBURG COUNTY UNIVERSITY OF NORTH CAROLINA AT CHARLOTTE CONTRACT AGREEMENT THIS AGREEMENT is made and entered into by the Parties as of the date last signed, by and between Contractor/Company Name, hereinafter referred to as “Contractor,” and the UNIVERSITY OF NORTH CAROLINA AT CHARLOTTE, on behalf of the Department or College Name, hereinafter referred to as “University.” WITNESSETH THAT WHEREAS, the Contractor has submitted to the University a proposal for the performance of certain services and the parties hereto desire to reduce the terms of this agreement to writing; Contractor agrees to provide the University with the professional services as described in this Agreement, which consists of this document, the Contractor’s response to the University’s solicitation (Insert Bid/RFP # and title), hereafter referred to as the Bid/RFP, and any other attachments hereto; NOW, THEREFORE, for and in consideration of the mutual promises to each other, as hereinafter set forth, the parties hereto do mutually agree as follows: I. Scope of Work Contractor agrees to supply the University with professional services as defined in the detailed scope of work as stated below. (Insert Scope of Work here) Any conflict or inconsistency between the provisions of this document and any other documents that are attached hereto as part of this Agreement will be resolved by giving precedence in the following order: a) This document; b) Contractor’s response to the UNC Charlotte solicitation including North Carolina’s Terms & Conditions or any negotiated Terms & Conditions, if applicable, which is incorporated herein by reference; c) The original UNC Charlotte solicitation including all North Carolina Terms & Conditions, which is incorporated herein by reference; II. Term The services of the Contractor are to commence on Month & Day, 20__ and shall be completed by Month & Day, 20__. Bid Number: 66-23021 SB Rev: 01/2022 Page 18 of 23 After the end of the initial term, there shall be the option to extend this agreement for (enter the number of years both in words and with a numeral) additional one-year terms upon written agreement of both parties. III. Payment University will make payments under this agreement as follows: For professional services as outlined by the statement of work, University shall pay the Contractor ____________________________________ Dollars ($__________) on Net 30 terms by University check(s) upon successful completion of work, and the receipt and subsequent approval of the Contractor's original invoice(s). The University is tax exempt and should not be billed for federal or state sales or use taxes. If the University requests additional services beyond those described in this Agreement, advance notice will be given and any additional compensation, if necessary, will be mutually agreed upon in writing. Payment of compensation specified in this Agreement, its continuation or any renewal thereof, is dependent upon and subject to the allocation or appropriation of funds to the University for the purpose set forth in this Agreement. IV. Key Personnel and Subcontracting The Contractor may not substitute key personnel assigned to the performance of this agreement without prior written approval by the University's Contract Administrator. The Contractor's individual designated as key personnel for the purposes of this agreement is __________Contractor Representative’s Name_____. The University’s individual designated as key personnel for the purposes of this agreement is _____Departmental Representative’s Name_____. Work proposed to be performed under this agreement by the Contractor shall not be subcontracted without prior written approval of the University's Contract Administrator. V. Breach and Termination If through any cause, excluding a Force Majeure event, the Contractor fails to fulfill in timely and proper manner the obligations under this Agreement, the University then has the right to terminate this agreement by giving written notice to the Contractor of its intent to terminate. Following such written notice, the Contractor has thirty (30) days in which to correct noted deficiencies or failures. If the Contractor is unable to correct the deficiencies or failures within the thirty (30) day period, termination is effective at the close of business on the thirtieth (30th) day following notice. In such event, all finished or unfinished assignments, and the documentation thereof, handled by the Contractor must be given to the University and the Contractor will be paid just and equitable compensation for any satisfactory work completed on the project and for which Contractor submits a timely invoice. Notwithstanding the foregoing, the Contractor is not relieved of liability to the University for damages sustained by the University by virtue of any breach of this Agreement, and the University may withhold any payment due to the Contractor for the purpose of setoff until such time as the exact amount of damages due the University from such breach can be determined. Bid Number: 66-23021 SB Rev: 01/2022 Page 19 of 23 The University may terminate this agreement for convenience at any time by 30 days’ notice in writing from the University to the Contractor. In that event, all finished or unfinished assignments as described in the paragraph above shall become University property and will immediately be delivered to the University. If the agreement is terminated by the University as provided herein, the Contractor will be paid for the services satisfactorily performed to the date of termination, less payment of compensation previously made. VI. Deliverables and Intellectual Property Any information, data, instruments, documents, studies, or reports given to or prepared or assembled by the Contractor under this agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the University. Such documents, and all intellectual property rights therein (including, but not limited to, copyright) are the sole property of the University and not the Contractor. Specifically, no deliverable items produced in whole or in part under this agreement are the subject to any copyright by or on behalf of the Contractor. All inventions and the copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of the Contractor's performance of this project vest in the University, and the Contractor agrees to do all necessary acts to insure that all such rights vest in or are transferred to the University. VII. Notices Any notice under this Agreement to the University shall be sent to the University as indicated below: University of North Carolina at Charlotte c/o Purchasing Office 9201 University City Boulevard Reese Building, 3rd Floor Charlotte, NC 28223 Purchasing@uncc.edu Any notice under this Agreement to the Contractor shall be sent to the Contractor as indicated below: Contractor/Company Name c/o Contractor Representative Name Address Line 1 Address Line 2 City, State, Zip Email Address VIII. Miscellaneous Upon the entering of a judgment of bankruptcy or insolvency by or against the Contractor, the University may terminate this agreement for cause. It is agreed between the parties hereto that the place of this Agreement, its situs and forum, is Mecklenburg County, North Carolina, and that in said County and State such matters, whether sounding in contract or tort, and relating to the validity, construction, interpretation, and enforcement of this Agreement, will be determined in accordance with the substantive law of North Carolina. mailto:Purchasing@uncc.edu Bid Number: 66-23021 SB Rev: 01/2022 Page 20 of 23 The Contractor is responsible for the proper custody and care of any property furnished to it for use in connection with the performance of this Agreement, or purchased for this Agreement, and must reimburse the University for any loss or damage due to the Contractor’s negligence or neglect. The Contractor 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 by reason of race, color, religion, sex, national origin or disability. Contractor and any subcontractors, if it has fifty (50) or more employees, shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. If this contract involves software or electronic media, Contractor warrants that its product or service complies with Section 508 of the Rehabilitation Act of 1973, as amended, or WCAG 2.0 AA with respect to accessibility for individuals with disabilities. In the event that the University receives any complaints or concerns regarding the accessibility of the product or service, Contractor agrees promptly to respond to and resolve those concerns. Further, Contractor agrees to indemnify and hold University harmless for any claims arising from the inaccessibility of its product or service. Notwithstanding any other term of this Agreement, if either party's performance of obligations under this Agreement is materially hampered, interrupted, or interfered with; or illegal, impossible, or so difficult or expensive as to be commercially impracticable; or by reason of any fire, casualty, lockout, strike, labor conditions, unavoidable accident, riot, war, act of terrorism, epidemic, pandemic, public health emergency, or act of God, including inclement weather that requires the closure of or limitation of services on the University campus; or by any other unforeseeable event beyond the parties' control; or by the enactment, issuance, or operation of any municipal, county, State, or federal law, ordinance or executive, administrative, governmental, or judicial regulation, order or decree; or by any local or national emergency, the affected party shall be excused from performance or underperformance of this Agreement. The Contractor must comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of his business, including those of Federal, State, and local agencies having jurisdiction and/or authority. No advertisement or other public statement by the Contractor or its agents in connection with this Agreement, in any manner or medium, will assert or imply that University supports, approves, or endorses any product, service, interest, position, or ideology of the Contractor without prior, written approval from the University. The Contractor is retained by the University solely for those purposes and to the extent set forth in this Agreement. Contractor's relation to the University during the term of this agreement is that of independent contractor. Contractor does not have employee status and is not entitled to participate in any plan, arrangements, or distributions by the University pertaining to or in connection with any qualified pension plan or providing any other health or welfare plan with similar benefits for regular University employees. Contractor is responsible for the payment of any taxes on any monies received by the Contractor. Bid Number: 66-23021 SB Rev: 01/2022 Page 21 of 23 If the Contractor is an individual, i.e. not a corporation or an LLC, he is responsible for his own federal and state taxes. Additionally, if the individual is not a resident of North Carolina and is not otherwise exempt from federal income taxation or exempt under NC General Statute 105-163.1, UNC Charlotte will withhold a 4% nonresident income tax from payment(s) greater than $1,500 to the Contractor during any one calendar year for the consultation or Contractor’s services, in accordance with NC General Statutes 105-163.1 - 163.3. The Contractor may not represent himself as an employee or agent of UNC Charlotte. Payments made directly or indirectly to foreign national individuals or companies may be subject to an additional withholding tax of as much as 30%. Any contracted services with foreign national individuals or companies are contingent on proper immigration authorization. As required by section 143-133.3 of the North Carolina General Statutes, the Contractor certifies that it, and each of its subcontractors, verifies the work authorization of each of its employees under E-Verify. Pursuant to the Iran Divestment Act of 2015, N.C. Gen. Stat. § 147-86.55, et seq. (Session Law 2015-118), Contractor certifies that, as of the date of this contract, it is not listed on the Final Divestment List created by the State Treasurer and available at www.nctreasurer.com. Contractor further certifies that none of its subcontractors that will perform services under this contract are included on the Final Divestment List. The Contractor 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 this agreement, 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 Contractor in the performance of this agreement and that are attributable to the negligence or intentionally tortious acts of the Contractor provided that the Contractor is notified in writing within 30 days that the State has knowledge of such claims. The Contractor 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 Contractor goods to the State. The representation and warranty in the preceding sentence shall survive the termination or expiration of this agreement. NOTICE FOR FORMER STATE EMPLOYEES NOW RETIRED AND RECEIVING STATE RETIRMENT SYSTEM BENEFITS: State retirees returning to work for a state entity, even as an independent contractor, may be at risk of losing their retirement benefit and having to repay benefits already received. Under the new State definition of "retirement," a State employee may only receive their retirement benefit when that person has: (1) completely separated from active service with "no intent or agreement, express or implied, to return"; and (2) not performed work of any kind for the State, including "part-time, temporary, substitute, or contractor service," during the first six months following retirement. Earnings limits for State retirees also apply. The formation of a corporation does not exempt retired employees from the statutory earnings cap. If the corporation is formed for the purpose of providing services to a State employer based on a contract, and the employees are primarily State retirees, then the corporation is not exempt from earnings restrictions. However, if a retiree goes to work for an established corporation that (1) has multiple employees not predominately former State employees, and (2) the corporation provides contract services to multiple employers that are not Public agencies, then those earnings would not be subject to restrictions under N.C.G.S.135-3(8)c. ACCESS TO PERSONS AND RECORDS: The State or University auditor shall have access to persons and records as a result of all agreements or grants entered into by State agencies or political subdivisions in accordance with General Statute 147-64.7. Bid Number: 66-23021 SB Rev: 01/2022 Page 22 of 23 All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the agreement expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitations. This Agreement and any documents incorporated specifically by reference represent the entire agreement between the parties and supersedes all prior oral or written statements or agreement. This Agreement may be amended only by written amendments duly executed by the University and Contractor. IN WITNESS THEREOF, the parties have executed this Agreement in counterparts, each of which shall be deemed an original. Facsimile copies or Portable Document Format (PDF) copies sent electronically shall be considered for all purposes as originals, effective the day and year first written above. CONTRACTOR Signature: ________________________________________ (Contractor's Authorized Representative) Printed Name:_____________________________________ Title: ____________________________________________ Date:_____________________________________________ UNIVERSITY AUTHORIZATION Signature: ________________________________________ Printed Name: _____________________________________ Title: ____________________________________________ Date: ___________________ Bid Number: 66-23021 SB Rev: 01/2022 Page 23 of 23 ATTACHMENT J: DATA PROTECTION AGREEMENT This Data Protection Agreement (“Agreement”) is entered into as of the date last signed (Effective Date) between Insert Company Name (“Contractor”), and The University of North Carolina at Charlotte, an institution of higher education (“University”). [If DPA is in addition to another agreement, add “This Agreement is hereby incorporated into the rights and obligations of the parties set forth in dated .” here] If the terms of this Agreement conflict with any other agreement between the Parties, this Agreement shall govern. University and Contractor are referred to jointly as the “Parties” or singularly as a “Party.” Contractor and University agree as follows: 1. Purpose. The purpose of this Agreement is to establish the content, use, and protection of Protected Data needed by Contractor to support certain services provided to University by Contractor. 2. Protected Data. For the purposes of this Agreement, “Protected Data” is defined as information that is provided by University to Contractor or collected by Contractor on behalf of University other than information that: (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by Contractor; (ii) is or becomes known or available to Contractor from a third party that is not prohibited from disclosing such Protected Data to Contractor by a contractual, legal or fiduciary obligation; or (iii) is or was independently developed by Contractor without violation of any obligation under any agreement between University and Contractor. 3. Term. The term of this Agreement shall begin as of the Effective Date and shall end upon the termination of all outstanding service agreements between the Parties. 4. Constraints on Use of Protected Data. Protected Data supplied by University to Contractor or collected by Contractor on behalf of University is the property of University and shall not be sold or used by Contractor, internally or externally, for any purpose not directly related to the scope of work outlined in a written agreement between the Parties without the written permission of University. 5. Protected Data Security. Contractor shall employ industry best practices, both technically and procedurally, to protect Protected Data from unauthorized physical and electronic access. Methods employed are subject to review and approval by University. 6. Compliance with Law. Contractor shall comply with, and shall not cause University to violate, applicable Federal and North Carolina laws and regulations protecting the privacy of citizens including, but not limited to, the Family Educational Rights and Privacy Act (“FERPA”), the Health Insurance Portability and Accountability Act (“HIPAA”) and the Financial Services Modernization Act (the “Gramm-Leach-Bliley Act”). 7. Notification of Security Breaches. The North Carolina Identity Theft Protection Act of 2005 (N.C. Gen. Stat. § 75-60 et seq., as applied by N.C. Gen. Stat. § 132-1.10(c1)) delineates notification requirements in the event of a breach in the security of personal information. Contractor agrees that in the event of any breach or compromise of the security, confidentiality or integrity of any data where personal information of a University student, prospective student, employee, alumnus or other University-affiliated person or entity was, or is reasonably believed to have been, acquired and/or accessed by an unauthorized person and where such breach is known to Contractor or upon notification of such breach to Contractor, Contractor shall notify University of such breach or compromise within 24 hours, comply with all notification actions and assist University with all notification actions required by University policy and applicable law. 8. Destruction of Protected Data. Upon termination of all outstanding service agreements between the Parties, Contractor shall return to University all Protected Data. After all Protected Data has been returned to University, Contractor shall certify in writing within five business days that all copies of Protected Data stored on Contractor servers, backup servers, backup media, or other media including paper copies have been permanently erased. For the purposes of this provision, “permanently erased” means the Protected Data have been completely overwritten and are unrecoverable. 9. Indemnification. Contractor will indemnify, defend and hold the University, its respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against any and all claims by third parties against University, including but not limited to identity theft, resulting in losses, liabilities, damages, fines, penalties, costs, claims, demands and legal expenses to University arising out of or in connection with the willful, gross negligent or negligent acts of the Contractor or its employees specifically with regard to the wrongful disclosure of University’s Protected Data maintained by Contractor subject to the limitations set forth herein. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.