Overflow Printing Services for UNCW

RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 1 of 35 STATE OF NORTH CAROLINA University of North Carolina at Wilmington (UNCW) Request for Proposal #: 72-PALG22018 Overflow Printing Services for UNCW Date of Issue: September 9, 2021 Proposal Opening: September 30, 2021 at 2:00 PM ET Direct all inquiries concerning this RFP to: Antoine Glasper Purchasing Specialist Email: glaspera@uncw.edu Phone: 910/962-3850 RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 2 of 35 STATE OF NORTH CAROLINA University of North Carolina at Wilmington Request for Proposal 72-PALG22018 ______________________________________________________ For internal State agency processing, including tabulation of proposals in the Interactive Purchasing System (IPS), please provide your company’s Federal Employer Identification Number or alternate identification number (e.g.

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 is to be filled out and returned with your proposal. Failure to do so may subject your proposal to rejection. ID Number: ______________________________________________________ Federal ID Number or Social Security Number ___________________________________________________ Vendor Name RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 3 of 35 EXECUTION: In compliance with this Request for Proposals (RFP), and subject to all the conditions herein, the undersigned Vendor offers and agrees to furnish and deliver any or all items upon which prices are bid, at the prices set opposite each item within the time specified herein. By executing this proposal, the undersigned Vendor certifies that this proposal is submitted competitively and without collusion (G.S. 143-54), that none of its officers, directors, or owners of an unincorporated business entity has been convicted of any violations of Chapter 78A of the General Statutes, the Securities Act of 1933, or the Securities Exchange Act of 1934 (G.S. 143-59.2), and that it is not an ineligible Vendor as set forth in G.S. 143-59.1. False certification is a Class I felony. Furthermore, by executing this proposal, the undersigned certifies to the best of Vendor’s knowledge and belief, that it and its principals are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. As required by G.S. 143-48.5, the undersigned Vendor certifies that it, and each of its sub-Contractors for any Contract awarded as a result of this RFP, complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system. G.S. 133-32 and Executive Order 24 (2009) prohibit the offer to, or acceptance by, any State Employee associated with the preparing plans, specifications, estimates for public Contract; or awarding or administering public Contracts; or inspecting or supervising delivery of the public Contract of any gift from anyone with a Contract with the State, or from any person seeking to do business with the State. By execution of this response to the RFP, the undersigned certifies, for your entire organization and its employees or agents, that you are not aware that any such gift has been offered, accepted, or promised by any employees of your organization. Failure to execute/sign proposal prior to submittal shall render proposal invalid and it WILL BE REJECTED. Late proposals cannot be accepted. COMPLETE/FORMAL NAME OF VENDOR: STREET ADDRESS: P.O. BOX: ZIP: CITY & STATE & ZIP: TELEPHONE NUMBER: TOLL FREE TEL. NO: PRINCIPAL PLACE OF BUSINESS ADDRESS IF DIFFERENT FROM ABOVE (SEE INSTRUCTIONS TO VENDORS ITEM #12): PRINT NAME & TITLE OF PERSON SIGNING ON BEHALF OF VENDOR: FAX NUMBER: VENDOR’S AUTHORIZED SIGNATURE* DATE: EMAIL: Offer valid for at least 60 days from date of proposal opening, unless otherwise stated here: ______ days. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the agency issuing this RFP. ACCEPTANCE OF PROPOSAL If any or all parts of this proposal are accepted by the State of North Carolina, an authorized representative of UNCW shall affix his/her signature hereto and this document and all provisions of this Request for Proposal along with the Vendor proposal response and the written results of any negotiations shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful Vendor(s). FOR STATE USE ONLY: Offer accept and Contract awarded this________ day of __________, 20____, as indicated on the attached certification, by _________________________________________________________________________________ (Authorized Representative of University of North Carolina at Wilmington) Refer ALL Inquiries regarding this RFP to: Contract Lead: Antoine Glasper glaspera@uncw.edu; 910-962-3850 Request for Proposal # 72-PALG22018 Proposal due date: September 30, 2021 at 2:00 PM ET Contract Type: Open Market Proposals will be publicly opened: September 30, 2021 at 3:00 PM ET via Zoom Commodity No. and Description: Printing Services Requisition No.: STATE OF NORTH CAROLINA University of North Carolina at Wilmington (UNCW) mailto:glaspera@uncw.edu RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 4 of 35 Contents 1.0 PURPOSE AND BACKGROUND ............................................................................................. 6 2.0 GENERAL INFORMATION ....................................................................................................... 6 2.1 REQUEST FOR PROPOSAL DOCUMENT ............................................................................. 6 2.2 E-PROCUREMENT SOLICITATION ....................................................................................... 6 2.3 NOTICE TO VENDORS REGARDING RFP TERMS AND CONDITIONS ............................... 6 2.4 RFP SCHEDULE ..................................................................................................................... 7 2.5 PROPOSAL QUESTIONS ....................................................................................................... 7 2.6 PROPOSAL SUBMITTAL ....................................................................................................... 7 2.7 PROPOSAL CONTENTS ........................................................................................................ 8 2.8 ALTERNATE PROPOSALS .................................................................................................... 9 2.9 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS ............................................................ 9 3.0 METHOD OF AWARD AND PROPOSAL EVALUATION PROCESS ..................................... 10 3.1 METHOD OF AWARD ........................................................................................................... 10 3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING EVALUATION....... 10 3.3 PROPOSAL EVALUATION PROCESS ................................................................................. 11 3.4 EVALUATION CRITERIA ...................................................................................................... 12 3.5 PERFORMANCE OUTSIDE THE UNITED STATES ............................................................. 12 3.6 INTERPRETATION OF TERMS AND PHRASES .................................................................. 12 4.0 REQUIREMENTS ................................................................................................................... 12 4.1 CONTRACT TERM ................................................................................................................ 13 4.2 PRICING ................................................................................................................................ 13 4.3 INVOICES .............................................................................................................................. 13 4.4 FINANCIAL STABILITY ........................................................................................................ 13 4.5 VENDOR EXPERIENCE ........................................................................................................ 13 4.6 REFERENCES ...................................................................................................................... 13 4.7 BACKGROUND CHECKS ..................................................................................................... 14 4.8 PERSONNEL ......................................................................................................................... 14 4.9 VENDOR’S REPRESENTATIONS ........................................................................................ 15 5.0 SCOPE OF WORK ................................................................................................................. 15 RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 5 of 35 5.1 GENERAL REQUIREMENTS ................................................................................................ 15 5.2 ACCEPTANCE OF WORK .................................................................................................... 17 5.3 QUESTIONS TO VENDOR .................................................................................................... 18 5.4 TRANSITION ASSISTANCE ................................................................................................. 19 6.0 CONTRACT ADMINISTRATION............................................................................................. 19 6.1 PROJECT MANAGER AND CUSTOMER SERVICE ............................................................ 19 6.2 POST AWARD MANAGEMENT REVIEW MEETINGS ......................................................... 19 6.3 CONTINUOUS IMPROVEMENT ............................................................................................ 19 6.4 DISPUTE RESOLUTION ....................................................................................................... 19 6.5 CONTRACT CHANGES ........................................................................................................ 20 ATTACHMENT A: PRICING (30%) .................................................................................................. 21 ATTACHMENT B: INSTRUCTIONS TO VENDORS.......................................................................... 23 ATTACHMENT C: NORTH CAROLINA GENERAL CONTRACT TERMS & CONDITIONS .............. 27 ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR ......................................... 33 ATTACHMENT E: CERTIFICATION OF FINANCIAL CONDITION ................................................... 34 ATTACHMENT F: SUPPLEMENTAL VENDOR INFORMATION ...................................................... 35 RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 6 of 35 1.0 PURPOSE AND BACKGROUND The purpose of this request for proposal is to solicit responses from vendors who can provide high quality printing services on an “as needed” basis to address the “overflow” requirements that exceed the capabilities of the University of North Carolina at Wilmington (“University” or “UNCW”) Printing Services Department. The Printing services will include, but not limited to, typesetting, design, layout, printing, binding, finishing, mailing and delivery of various institutional publications by UNCW. These printing services are generally for short run, tight turnaround jobs that may include, but are not limited to, postcards, magazines, booklets, brochures, and envelopes. Jobs may also require mailing services including postage. The estimated total dollar volume of work is approximately $90K per year. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. 2.0 GENERAL INFORMATION Only Vendors who meet the requirements outlined in Section 5, Scope of Work, should submit a proposal in response to this RFP. Vendors must respond to the questions listed in Section 5.3 of this RFP. 2.1 REQUEST FOR PROPOSAL DOCUMENT The RFP is comprised of the base RFP document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFP in advance of any Contract award are incorporated herein by reference. 2.2 E-PROCUREMENT SOLICITATION ATTENTION: This is NOT an E-Procurement solicitation. Section 16 of Attachment C: North Carolina General Contract Terms and Conditions, paragraphs (b) and (c), do not apply to this solicitation. 2.3 NOTICE TO VENDORS REGARDING RFP TERMS AND CONDITIONS It shall be the Vendor’s responsibility to read the Instructions, the State’s terms and conditions, all relevant exhibits and attachments, and any other components made a part of this RFP and comply with all requirements and specifications herein. Vendors also are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this RFP. If Vendors have questions, issues, or exceptions regarding any term, condition, or other component within this RFP, those must be submitted as questions in accordance with the instructions in Section 2.5 PROPOSAL QUESTIONS. If the State 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 RFP addendum. The State 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 State rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor’s proposal. This applies to any language appearing in or attached to the document as part of the Vendor’s proposal that purports to vary any terms and conditions or Vendors’ instructions herein or to render the proposal non-binding or subject to further negotiation. Vendor’s proposal shall constitute a firm offer. By execution and delivery of this RFP Response, the Vendor agrees that any additional or modified terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect, and will be disregarded. Noncompliance with, or any attempt to alter or delete, this paragraph shall constitute sufficient grounds to reject Vendor’s proposal as nonresponsive. By executing and submitting its proposal in response to this RFP, Vendor understands and agrees that the State may exercise its discretion not to consider any and all proposed modifications Vendor(s) may request and may accept RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 7 of 35 Vendor’s proposal under the terms and conditions of this RFP. Contact with anyone working for or with the State regarding this RFP other than the State Contract Lead named on the face page of this RFP in the manner specified by this RFP shall constitute grounds for rejection of said Vendor’s offer, at the State’s election. 2.4 RFP SCHEDULE The table below shows the intended schedule for this RFP. The State will make every effort to adhere to this schedule. Event Responsibility Date and Time Issue RFP State Sept 9, 2021 Submit Written Questions Vendor Sept 17, 2021 Provide Response to Questions State Sept 21, 2021 Submit Proposals Vendor No later than Sept 30, 2021 at 2:00 PM ET Contract Award State October 30, 2021 Contract Effective Date State November 1, 2021 2.5 PROPOSAL QUESTIONS Upon review of the RFP documents, Vendors may have questions to clarify or interpret the RFP in order to submit the best proposal possible. To accommodate the Proposal Questions process, Vendors shall submit any such questions by the above due date. Written questions shall be emailed to the Contract Lead by the date and time specified above. Vendors should enter “RFP # 72-PALG22018 Questions” as the subject for the email. Questions submittals should include a reference to the applicable RFP section and be submitted in a format shown below: Reference Vendor Question RFP Section, Page Number Vendor question …? Questions received prior to the submission deadline date, the State’s response, and any additional terms deemed necessary by the State will be posted in the form of an addendum to the Interactive Purchasing System (IPS), http://www.ips.state.nc.us, and shall become an Addendum to this RFP. No information, instruction or advice provided orally or informally by any State personnel, whether made in response to a question or otherwise in connection with this RFP, shall be considered authoritative or binding. Vendors shall rely only on written material contained in an Addendum to this RFP. 2.6 PROPOSAL 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 proposal has been submitted to this Office by the specified time and date of opening. The time and date of submission will be marked on each proposal when received. Any proposal submitted after the proposal deadline will be rejected. http://www.ips.state.nc.us/ RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 8 of 35 For proposals submitted by U.S. Mail, please note that the U.S. Postal Service generally does not deliver mail to a specified street address but to the State’s Mail Service Center. Vendors are cautioned that proposals sent via U.S. Mail, including Express Mail, may not be delivered by the Mail Service Center to the agency’s purchasing office on the due date in time to meet the proposal deadline. All Vendors are urged to take the possibility of delay into account when submitting a proposal by U.S. Postal Service, courier, or other delivery service. Attempts to submit a proposal via facsimile (FAX) machine, telephone or email in response to this RFP shall NOT be accepted. a) Submit one (1) signed, original executed hard copy proposal responses and one (1) un-redacted copy on flash drive and, if required by vendor, one (1) redacted (Proprietary and Confidential Information Excluded) copy on flash drive of your proposal simultaneously to the address identified in the table above. b) Submit your proposal in a sealed package. Clearly mark each package with: (1) Vendor name; (2) the RFP number; and (3) the due date. Address the package(s) for delivery as shown in the table below. If Vendor is submitting more than one (1) proposal, each proposal shall be submitted in separate sealed envelopes and marked accordingly. For delivery purposes, separate sealed envelopes from a single Vendor may be included in the same outer package. Proposals are subject to rejection unless submitted with the information above included on the outside of the sealed proposal package. c) Copies of proposal files must be provided on separate read-only flash drives. File contents shall NOT be password protected but shall be in .PDF or .XLS format, and shall be capable of being copied to other sources. Mailing address for delivery of proposal via US Postal Service Office Address of delivery by any other method (special delivery, overnight, or any other carrier). PROPOSAL NUMBER: 72-PALG22018 Attn: Antoine Glasper UNCW Purchasing Services 601 South College Road Wilmington, NC 28403-5615 PROPOSAL NUMBER: 72-PALG22018 Attn: Antoine Glasper Central Receiving Warehouse 5179 Lionfish Drive Wilmington, NC 28403 Failure to submit a proposal in strict accordance with these instructions shall constitute sufficient cause to reject a vendor’s proposal(s). Critical updated information may be included in Addenda to this RFP. It is important that all Vendors proposing on this RFP 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 RFP and all Addenda thereto. Contact with anyone working for or with the State regarding this RFP other than the State Contract Lead named on the face page of this RFP in the manner specified by this RFP shall constitute grounds for rejection of said Vendor’s offer, at the State’s election. 2.7 PROPOSAL CONTENTS Vendors shall populate all attachments of this RFP that require the Vendor to provide information and include an authorized signature where requested. Vendor RFP responses shall include the following items and those attachments should be arranged in the following order: a) Cover Letter RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 9 of 35 b) Title Page: Include the company name, address, phone number and authorized representative along with the Proposal Number. c) Completed and signed version of EXECUTION PAGES, along with the body of the RFP, responses to “Questions to Vendors” (ref. Section 5.3 of this RFP) and signed receipt pages of any addenda released in conjunction with this RFP. d) Completed version of ATTACHMENT A: PRICING e) ATTACHMENT B: INSTRUCTIONS TO VENDORS f) ATTACHMENT C: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS g) Completed and signed version of ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR h) Completed and signed version of ATTACHMENT E: CERTIFICATION OF FINANCIAL CONDITION i) Completed and signed version of ATTACHMENT F: SUPPLEMENTAL VENDOR INFORMATION 2.8 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 advantage(s) addressed by the alternate proposal. Any alternate proposal, in addition to the marking described above, must be clearly marked with the 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. 2.9 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 the issuing agency. b) CONTRACT LEAD / PURCHASING SPECIALIST: Representative of UNCW identified on the first page of this RFP who will correspond with potential Vendors concerning solicitation issues and will contract with the Vendor providing the best offer to the State, and is the individual who will administer The Contract for the State. c) E-PROCUREMENT SERVICE(S): Not applicable to this RFP. The fee based program, system, and associated Services through which the State conducts electronic procurement. UNC System schools do not use the State’s E- Procurement system. d) FOB-DESTINATION: Title changes hand from Vendor to purchaser at the destination point of the shipment; Vendor owns commodity in transit and files any claims, and Vendor pays all freight and any related transportation charges. A solicitation may request Vendors to separately identify freight charges in their proposal, but no amount or charge not included as part of the total proposal price will be paid. e) IPS: The NC Interactive Purchasing System, a free, electronic system for Vendors to view and search for bids opportunities. f) MUST: A term indicating a mandatory requirement. g) NC BIDS: The North Carolina Business Invitation Delivery System provides vendors the opportunity to submit bid responses electronically. https://ncadmin.nc.gov/ncbids h) ON-TIME DELIVERY: The delivery of all items within a single order to the receiving point designated by the ordering entity within the delivery time required. i) QUALIFIED PROPOSAL: A responsive proposal submitted by a responsible Vendor. RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 10 of 35 j) RESPONSIVE PROPOSAL: A bid proposal that meets all criteria of a bid such as, but not limited to, bid execution, and submittal of all required data within the required timeframe. k) RESPONSIBLE PROPOSER: Proposer has 1) the skill, judgment, and integrity necessary to faithfully perform the Contract and 2) has sufficient financial resources and 3) has the ability to perform the Contract. l) RFP: Request for Proposal. m) SERVICES or SERVICE DELIVERABLES: The tasks and duties undertaken by the Vendor to fulfill the requirements and specifications of this solicitation. n) SHALL: A term indicating a mandatory requirement or action. o) STATE: The State of North Carolina, including any of its sub-units recognized under North Carolina law. p) THE CONTRACT: Specifically, a contract between UNCW and a successful VENDOR, which is executed based on an award made pursuant this RFP. q) UNIVERSITY: The University of North Carolina at Wilmington, UNCW. r) VENDOR: Contractor, offeror, supplier, bidder, proposer, company, firm, corporation, partnership, individual or other entity submitting a response to a Request for Proposal. 3.0 METHOD OF AWARD AND PROPOSAL EVALUATION PROCESS 3.1 METHOD OF AWARD Contracts will be awarded in accordance with G.S. 143-52 and the evaluation criteria set out in this solicitation. Prospective Vendors shall not be discriminated against on the basis of any prohibited grounds as defined by Federal and State law. All qualified proposals will be evaluated, and award or awards will be made to the Vendor(s) meeting the RFP requirements and achieving the highest and best final evaluation, based on the criteria described below. While the intent of this RFP is to award a Contract(s) to a single Vendor or multiple vendors, the State reserves the right to make separate awards to different Vendors for one or more line items, to not award one or more line items or to cancel this RFP in its entirety without awarding a Contract, if it is considered to be most advantageous to the State to do so. The State reserves the right to waive any minor informality or technicality in proposals received. 3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING EVALUATION During the evaluation period—from the date proposals are opened through the date the contract is awarded—each Vendor submitting a proposal (including its representatives, sub-contractors and/or suppliers) is prohibited from having any communications with any person inside or outside the using agency, issuing agency, other government agency office, or body (including the purchaser named above, department secretary, agency head, members of the general assembly and/or governor’s office), or private entity, if the communication refers to the content of Vendor’s proposal or qualifications, the contents of another Vendor’s proposal, another Vendor’s qualifications or ability to perform the contract, and/or the transmittal of any other communication of information that could be reasonably considered to have the effect of directly or indirectly influencing the evaluation of proposals and/or the award of the contract. A Vendor not in compliance with this provision shall be disqualified from contract award, unless it is determined in the State’s discretion that the communication was harmless, that it was made without intent to influence and that the best interest of the State would not be served by the disqualification. A Vendor’s proposal may be disqualified if its sub-contractor and supplier engage in any of the foregoing communications during the time that the procurement is active (i.e., the issuance date of the procurement to the date of contract award). Only those discussions, communications or transmittals of information RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 11 of 35 authorized or initiated by the issuing agency for this RFP or general inquiries directed to the purchaser regarding requirements of the RFP (prior to proposal submission) or the status of the contract award (after submission) are excepted from this provision. 3.3 PROPOSAL EVALUATION PROCESS The State shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP. The State will conduct a One-Step evaluation of Proposals: Proposals will be received from each responsive Vendor according to the method of submission specified in Section 2.6 of this RFP. All proposals must be received by the issuing agency not later than the date and time specified on the cover sheet of this RFP, or as modified by a RFP addendum. The proposal from each responding firm will be opened publicly via zoom due to Covid-19 social distancing requirements on September 30, 2021 at 3:00 p.m. Vendors wishing to participate in the public opening can attend via the following link: https://uncw.zoom.us/j/89180203068?pwd=U2N1bW0xeWpsUklwOEpjMEZBa2NoUT09. Only the Vendor’s name will be announced during the public opening. Interested parties are cautioned that the proposals are subject to further evaluation for completeness and correctness. At its option, the State may request clarifications, oral presentations or discussions with any or all Vendors in order to clarify or to amplify the materials presented in any part of the proposal. Vendors are cautioned, however, that the State is not required to request presentations or other clarification—and often does not. Therefore, all proposals should be complete and reflect the most favorable terms available from the Vendor. Proposals will generally be evaluated based on completeness, content, and experience with similar projects, ability of the Vendor and its staff, and cost. Specific evaluation criteria are listed in section 3.4 EVALUATION CRITERIA, below. The State reserves the right to reject all original offers and request one or more of the Vendors submitting proposals within a competitive range to submit a best and final offer (BAFO), based on discussions and negotiations with the State, if the initial responses to the RFP have been evaluated and determined to be unsatisfactory. Upon completion of the evaluation process, the State will make Award(s) based on the evaluation and post the award(s) to IPS under the RFP number for this solicitation. Award of a Contract to one Vendor does not mean that the other proposals lacked merit, but that, all factors considered, the selected proposal was deemed most advantageous and represented the best value to the State. Vendors are cautioned that this is a request for offers, not an offer or request to contract, and the State reserves the unqualified right to reject any and all proposals at any time if such rejection is deemed to be in the best interest of the State. https://uncw.zoom.us/j/89180203068?pwd=U2N1bW0xeWpsUklwOEpjMEZBa2NoUT09 RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 12 of 35 3.4 EVALUATION CRITERIA Price (30%) Vendor Experience (20%) Quality of Products & Services (30%) Project Plan & Approach (20%) 3.5 PERFORMANCE OUTSIDE THE UNITED STATES Vendor shall complete ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR. In addition to any other evaluation criteria identified in this RFP, the State may also consider, for purposes of evaluating proposed or actual contract performance outside of the United States, how that performance may affect the following factors to ensure that any award will be in the best interest of the State: a) Total cost to the State b) Level of quality provided by the Vendor c) Process and performance capability across multiple jurisdictions d) Protection of the State’s information and intellectual property e) Availability of pertinent skills f) Ability to understand the State’s business requirements and internal operational culture g) Particular risk factors such as the security of the State’s information technology h) Relations with citizens and employees i) Contract enforcement jurisdictional issues 3.6 INTERPRETATION OF TERMS AND PHRASES This Request for Proposal serves two functions: (1) to advise potential Vendors of the parameters of the solution being sought by the Department; and (2) to provide (together with other specified documents) the terms of the Contract resulting from this procurement. As such, all terms in the Request for Proposal shall be enforceable as contract terms in accordance with the General Contract Terms and Conditions. The use of phrases such as “shall,” “must,” and “requirements” are intended to create enforceable contract conditions. In determining whether proposals should be evaluated or rejected, the Department will take into consideration the degree to which Vendors have proposed or failed to propose solutions that will satisfy the Department’s needs as described in the Request for Proposal. Except as specifically stated in the Request for Proposal, no one requirement shall automatically disqualify a Vendor from consideration. However, failure to comply with any single requirement may result in the Department exercising its discretion to reject a proposal in its entirety. 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 the State to receive a better proposal, the Vendor is urged and cautioned to submit these items in the form of a question during the question and answer period in accordance with Section 2.5. RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 13 of 35 4.1 CONTRACT TERM The Contract shall have an initial term of three (3) years beginning on the date of contract award (the “Effective Date”). At the end of the Contract’s current term, the State shall have the option, in its sole discretion, to renew the Contract on the same terms and conditions for up to two (2) additional one-year terms. The State will give the Vendor written notice of its intent whether to exercise each option no later than thirty (30) days before the end of the Contract’s then-current term. In addition, the State reserves the right to extend a contract term for a period of up to 180 days in 90-day-or-less increments. 4.2 PRICING Proposal price shall constitute the total cost to the State for complete performance in accordance with the requirements and specifications herein, including all applicable charges handling, administrative and other similar fees. Vendor shall not invoice for any amounts not specifically allowed for in this RFP. Complete ATTACHMENT A: PRICING FORM and include in Proposal. 4.3 INVOICES a) The Vendor must submit one monthly invoice within fifteen (15) calendar days following the end of each month in which work was performed. b) Invoices must be submitted to the following address: UNCW, Attn: Accounts Payable, 601 S. College Road, Wilmington, NC 28403. A copy must also be sent to the University Contract Administrator who’s information will be provided after contract award. c) Invoices must bear the correct purchase order number to ensure prompt payment. The Vendor’s failure to include the correct purchase order number may cause delay in payment. d) Invoices must include an accurate description of the work for which the invoice is being submitted, the invoice date, the period of time covered, the amount of fees due to the Vendor broken out by building and the original signature of the Vendor’s project manager. 4.4 FINANCIAL STABILITY Each Vendor shall certify it is financially stable by completing the ATTACHMENT E: CERTIFICATION OF FINANCIAL CONDITION. The State is requiring this certification to minimize potential issues from Contracting with a Vendor that is financially unstable. From the date of the Certification to the expiration of the Contract, the Vendor shall notify the State within thirty (30) days of any occurrence or condition that materially alters the truth of any statement made in this Certification. 4.5 VENDOR EXPERIENCE In its Proposal, Vendor shall demonstrate experience with public and/or private sector clients with similar or greater size and complexity to the University of North Carolina at Wilmington. 4.6 REFERENCES Vendors shall provide at least three (3) references for which your company has provided Services of similar size and scope to that proposed herein. The State may contact these users to determine the Services provided are substantially similar in scope to those proposed herein and Vendor’s performance has been satisfactory. The information obtained may be considered in the evaluation of the proposal. RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 14 of 35 COMPANY NAME CONTACT NAME TELEPHONE NUMBER 4.7 BACKGROUND CHECKS Vendor and its personnel are required to provide or undergo background checks at Vendor’s expense prior to beginning work with the State. As part of Vendor background the details below must be provided to the State: a) Any criminal felony conviction, or conviction of any crime involving moral turpitude, including, but not limited to fraud, misappropriation or deception, of Vendor, its officers or directors, or any of its employees or other personnel to provide Services on this project, of which Vendor has knowledge or a statement that it is aware of none; b) Any criminal investigation for any offense involving moral turpitude, including, but not limited to fraud, misappropriation, falsification or deception pending against Vendor of which it has knowledge or a statement it is aware of none; c) Any regulatory sanctions levied against Vendor or any of its officers, directors or its professional employees expected to provide Services on this project by any state or federal regulatory agencies within the past three years or a statement that there are none. As used herein, the term “regulatory sanctions” includes the revocation or suspension of any license or certification, the levying of any monetary penalties or fines, and the issuance of any written warnings; d) Any regulatory investigations pending against Vendor or any of its officers, directors or its professional employees expected to provide Services on this project by any state or federal regulatory agencies of which Vendor has knowledge or a statement that there are none. e) Any civil litigation, arbitration, proceeding, or judgments pending against Vendor during the three (3) years preceding submission of its proposal herein or a statement that there are none. Vendor’s responses to these requests shall be considered to be continuing representations, and Vendor’s failure to notify the State within thirty (30) days of any criminal litigation, investigation or proceeding involving Vendor or its then current officers, directors or persons providing Services under this contract during its term shall constitute a material breach of contract. The provisions of this paragraph shall also apply to any subcontractor utilized by Vendor to perform Services under this contract. 4.8 PERSONNEL Vendor shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Contract Lead. Vendor shall notify the Contract Lead of any desired substitution, including the name(s) and references of Vendor’s recommended substitute personnel. The State will approve or disapprove the requested substitution in a timely manner. The State may, in its sole discretion, terminate the services of any person providing services under this Contract. Upon such termination, the State may request acceptable substitute personnel or terminate the contract services provided by such personnel. RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 15 of 35 4.9 VENDOR’S REPRESENTATIONS a) Vendor warrants that qualified personnel shall provide Services under this Contract in a professional manner. “Professional manner” means that the personnel performing the Services will possess the skill and competence consistent with the prevailing business standards in the industry. Vendor agrees that it will not enter any agreement with a third party that may abridge any rights of the State under this Contract. Vendor will serve as the prime contractor under this Contract and shall be responsible for the performance and payment of all subcontractor(s) that may be approved by the State. Names of any third party Vendors or subcontractors of Vendor may appear for purposes of convenience in Contract documents; and shall not limit Vendor’s obligations hereunder. Vendor will retain executive representation for functional and technical expertise as needed in order to incorporate any work by third party subcontractor(s). b) If any Services, deliverables, functions, or responsibilities not specifically described in this Contract are required for Vendor’s proper performance, provision and delivery of the service and deliverables under this Contract, or are an inherent part of or necessary sub-task included within such service, they will be deemed to be implied by and included within the scope of the contract to the same extent and in the same manner as if specifically described in the contract. Unless otherwise expressly provided herein, Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and Deliverables. c) Vendor warrants that it has the financial capacity to perform and to continue perform its obligations under the contract; that Vendor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Vendor that could materially adversely affect performance of this Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of competent jurisdiction. 5.0 SCOPE OF WORK 5.1 GENERAL REQUIREMENTS Contractor must have a minimum of five (5) years of experience printing offset sheet-fed books, brochures, flyers, mailers, posters and general multi-color printing. Contractor must be able to provide digital pre-press functions, multiple-color offset printing (including process color), saddle stitch, printing up to six-color and normal bindery and finishing of jobs. Contractor is required to produce all of the contracted work in their own printing facilities (no subletting is permitted). Contractor must provide the following requirements: A. All Jobs will be provided as electronic files via CD or saved to company FTP site. When providing electronic files, Printing Services will follow the specification of contract and prices in the Standardized Price List plus or minus the contractor percentage. The contractor is required to have the ability to manage electronic files as they are provided by agency; B. Jobs may saddle stitch bind; C. Some jobs will require covers to score for proper folding; D. If jobs require any special finishing such as foil stamping, embossing, die cutting, perfect binding or other types of comb or wire binding, a separate purchase order will be issued for the appropriate vendor to complete this process. Vendor will be expected to work with UNCW Printing Service and finishing vendor to complete the project; RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 16 of 35 E. The contractor is responsible for producing the type of work described in the contract and for providing all material (except paper), service, shipping, insurance, and other costs incidental to and necessary for the manufacturing and delivery of the printed product; F. Service and responsiveness are critical on this contract. The contractor is required to respond to telephone inquiries within eight working hours after a call is placed by the agency’s Printing Services personnel; furnish written acknowledgement of orders; notify the agency’s Printing Contract Manager immediately of scheduling problems and changes; and facilities press checks when requested; G. Technical Specifications 1. Quantity: Contractor must be able to produce up to 50,000 copies 4/4 8 ½ x 11, 80 page self- cover booklet. 2. Underruns/Overruns: This is to be an exact count contract with no under-runs or overruns allowed. 3. Paper: The majority of jobs will print on coated or uncoated book papers, and coated or uncoated cover. Recycled paper will be used when possible. The contractor is required to safely store and protect from damage all University paper. 4. Press Checks: Press run checks may be required by the agency’s personnel. When press checks are required, the agency’s Printing Contract Manager will state it on the job order. There will be no additional charge to the agency, except in instances of press downtime caused by the University of North Carolina at Wilmington’s error or delay. In such cases, the Printing Contract Manager must be informed of the charges prior to proceeding. All press checks must be scheduled during normal UNCW Printing Services business hours. 5. Die cutting/special finishing: Die cutting, foil stamping or embossing are not a part of this contract and should not be considered. If a printed piece should require these services, UNCW Printing Services will coordinate with vendors to provided needed services. 6. Delivery: If non-local contractor, the contractor must supply a plan at bid time detailing all recommended methods of transportation of the all finished printed products as well as proofs and disks to the agency. These services are not considered extra and should be included in your bid. H. Additional Requirements 1. Quality Standards: Minimum Requirements: Showcase Quality Required. If any one piece of this order fails quality standards, all part of this order may be rejected. The vendor may be required to reprint the complete order at the vendor’s expense. 2. Flaws: scumming, setoff, hickeys, smudges and wrinkles – Rare. No other flaws 3. Photographs: a. Halftones - Match original prints; RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 17 of 35 b. Duotones – Excellent contrast and sharpness, good detail; and c. 4-color Process- Match original product or scene 4. Trimming: Trim square, occasional + or – 1/64 variation 5. Folding/Accuracy: Single folds vary + or – 1/64 6. Register: a. 1 color – No variation b. Multi-color / 4-color process – No variation c. Crossovers / Backups – Nearly perfect alignment 7. Appropriate Ink Density: Uniform 8. Ink Density: a. Across the sheet – Uniform b. Sheet to sheet – Uniform c. Throughout the run – No variation 9. Large solids, tints, and halftones: Dense, even, no mottling or ghosts I. Productions Schedule: Normal production time for work on this contract is ten working days. Any extra time needed for additional procedures must be arranged prior to the beginning of production between the contractor and the agency’s Printing Contract Manager. On occasion, the contractor may be required to produce work in less than ten (10) days. The agency’s Printing Contract Manager will coordinate such requests with the contractor before an order is issued. If the agency’s Printing Services keeps a proof longer than the contractor’s scheduled return date, then the contractor may ask the agency’s Printing Contract Manager for additional time on the job if necessary. Note: that extra time will be given to the contractor whenever it is feasible. J. Ordering Procedures: Orders will be submitted via the agency’s Printing Contract Manager and written specifications will be included. 5.2 ACCEPTANCE OF WORK In the event acceptance criteria for any work or deliverables is not described in contract documents or work orders RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 18 of 35 hereunder, the State shall have the obligation to notify Vendor, in writing ten (10) calendar days following completion of such work or deliverable described in the Contract that it is not acceptable. The notice shall specify in reasonable detail the reason(s) it is unacceptable. Acceptance by the State shall not be unreasonably withheld; but may be conditioned or delayed as required for reasonable review, evaluation, installation or testing, as applicable of the work or deliverable. Final acceptance is expressly conditioned upon completion of all applicable assessment procedures. Should the work or deliverables fail to meet any requirements, acceptance criteria or otherwise fail to conform to the contract, the State may exercise any and all rights hereunder, including, for deliverables, such rights provided by the Uniform Commercial Code as adopted in North Carolina. 5.3 QUESTIONS TO VENDOR Vendor shall respond to each of the following questions. Vendors are requested to keep responses straightforward and to the point and should not include generic marketing materials. Responses will be reviewed as part of the evaluation process. Vendor Experience (20%) 1. Describe the Proposer’s experience printing offset sheet-fed books, brochures, flyers, mailers, posters and general multi-color printing for at least three (3) nonprofit organizations, higher education institutions, or commercial businesses. Response should include Proposer’s years of experience under current company name, whether or not they have worked with any UNC System institutions to include UNCW, and the following information for at least three (3) clients: a. Client name and address; b. Contact name with e-mail address and/or phone number; c. Description / Summary of work performed; and d. Time-period in which service was performed. Quality of Products & Services (30%) 2. Provide three samples of each request listed below to be evaluated by the Evaluation Committee: a. 4/1 Self-mailer; 80# Gloss text; Parallel fold/right angle fold; Final size 8 ¾ x 13; b. 4/4 Profile sheet; 8 ½ x 13; Bleeds all 4 sides; Pads in 100’s with chip board on bottom; c. 4/4 Mailer booklet; 36 page or 48 page self-cover; 80# Gloss text; Finish size 8 ½ x 11.0; Saddle stitch; Full color full bleeds; d. 4/4 Map; Full bleed all sides; 80# coated text; Flat size 15 x 18; Folded to 3 ¾ x 9.0; e. 4/0 conversion envelope #10; 4 1/8 x 9 ½; f. 4/4 trifold brochure; 100# coated cover; Flat size 7 x 21; Fold size 7 x 7; Scores; g. 4/4; 36 page (80# coated text) plus cover (80# cover stock); 8 ½ x 11.0; Aqueous coating (cover only) saddle stich; and h. 2/2 spot color; Perfs on one page (last page) 6x9 final size. 3. Provide proof of proper pre-press, press and post-press equipment needed to produce the quality of printing services requested in this RFP. 4. Explain the types of quality control and color management systems your organization has in place? RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 19 of 35 Project Plan & Approach (20%) 5. Proofing: Explain how your organization handles the proofing process? 6. Explain how your organization will ship finished products to the University? 7. Explain how your facility likes to receive files? 8. Explain the type of timeline that can be expected for printed product to arrive after proofing is complete? 5.4 TRANSITION ASSISTANCE If this Contract is not renewed at the end of this term, or is canceled prior to its expiration, for any reason, Vendor shall provide, at the option of the State, up to three (3) months after such end date all such reasonable transition assistance requested by the State, to allow for the expired or canceled portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the State or its designees. If the State exercises this option, the Parties agree that such transition assistance shall be deemed to be governed by the terms and conditions of this Contract (notwithstanding this expiration or cancellation), except for those Contract terms or conditions that do not reasonably apply to such transition assistance. The State shall pay Vendor for any resources utilized in performing such transition assistance at the most current rates provided by the Contract for performance of the Services or other resources utilized. 6.0 CONTRACT ADMINISTRATION 6.1 PROJECT MANAGER AND CUSTOMER SERVICE The Vendor shall designate and make available to the State a project manager. The project manager shall be the State’s point of contact for contract related issues and issues concerning performance, progress review, scheduling and service. 6.2 POST AWARD MANAGEMENT REVIEW MEETINGS The Vendor, at the request of the State, shall meet periodically (e.g., weekly, monthly) with the State for Project Review meetings. The purpose of these meetings will be to review project progress reports, discuss Vendor and State performance, address outstanding issues, review problem resolution, provide direction, evaluate continuous improvement and cost saving ideas, and discuss any other pertinent topics. 6.3 CONTINUOUS IMPROVEMENT The State encourages the Vendor to identify opportunities to reduce the total cost the State. A continuous improvement effort consisting of various ideas to enhance business efficiencies will be discussed at the periodic Business Review Meetings. 6.4 DISPUTE RESOLUTION The parties agree that it is in their mutual interest to resolve disputes informally. A claim by the Vendor shall be submitted in writing to the State’s Contract Lead for resolution. A claim by the State shall be submitted in writing to the Vendor’s RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 20 of 35 Project Manager for resolution. The Parties shall negotiate in good faith and use all reasonable efforts to resolve such dispute(s). During the time the Parties are attempting to resolve any dispute, each shall proceed diligently to perform their respective duties and responsibilities under this Contract. If a dispute cannot be resolved between the Parties within thirty (30) days after delivery of notice, either Party may elect to exercise any other remedies available under this Contract, or at law. This term shall not constitute an agreement by either party to mediate or arbitrate any dispute. 6.5 CONTRACT CHANGES Contract changes, if any, over the life of the contract shall be implemented by contract amendments agreed to in writing by the State and Vendor. The remainder of this page is intentionally left blank Attachments to this RFP begin on the next page. RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 21 of 35 ATTACHMENT A: PRICING (30%) Proposers must provide firm fixed pricing. Proposers must complete the Pricing Tables listed below: Scenario 1: Magazine w/ Aqueous Cover Only Pages: 20 + cover Flat Size: 17" x 11" Final Size: 8.5" x 11" Cover: 80# gloss cover + Aqueous Coating Text: 80# gloss text Ink: 4/4 + VDP/Mailing Finishing: Fold, saddle stitch on 11" side Qty: 5,000; 7,500; 10,000; 15,000; 18,000 Scenario 1 Pricing Table Quantity Price 5,000 7,500 10,000 15,000 18,000 Scenario 2: Program Pages: 40 pg + Cover (44 pg total) Flat Size: 12 x 9 Final Size: 6 x 9 Stock: 80lb. Linen Cover, Natural 70lb. Cougar (warm white) Natural Text Ink: PMS Gold 874 + Overall Dull Varnish / 0 cover 1/1 black inside Finishing: Cut, fold, bind on 9" dimension, trim, carton binding: Saddle-stitch Qty: 5,000; 7,000; 8,500; 11,000 RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 22 of 35 Scenario 2 Pricing Table Quantity Price 5,000 7,000 8,500 11,000 Scenario 3: 20 Page Booklet – Flat size: 16x10 - Folded Size: 8x10 - 4/4 - Cover Stock: 100# Gloss Cover - Text Stock: 80# Gloss Text - Fold, Stitch 10inch side & Trim Qty: 2,500; 3,500; 5,500; 7,500 Quantity Price 2,500 3,500 5,500 7,500 Scenario 4: Map: Flat size 11.25x18 - Folds in half, then tri-folds - 80# Gloss Text - 4/4 Qty: 3,500; 5,500; 7,500; 10,000 Quantity Price 3,500 5,500 7,500 10,000 RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 23 of 35 ATTACHMENT B: 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 the timely submission of proposals at the designated office by the designated time. 3. ACCEPTANCE AND REJECTION: The State reserves the right to reject any and all proposals, to waive any informality in proposals and, unless otherwise specified by the Vendor, to accept any item in the proposal. 4. BASIS FOR REJECTION: Pursuant to 01 NCAC 05B .0501, the State reserves the right to reject any and all offers, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered, non-compliance with the requirements or intent of this solicitation, lack of competitiveness, error(s) in specifications or indications that revision would be advantageous to the State, cancellation or other changes in the intended project or any other determination that the proposed requirement is no longer needed, limitation or lack of available funds, circumstances that prevent determination of the best offer, or any other determination that rejection would be in the best interest of the State. 5. EXECUTION: Failure to execute page 3 of the RFP (Execution Page) in the designated space shall render the proposal non-responsive, and it will be rejected. 6. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or those in any resulting contract documents, 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 and administration provisions in Sections 4, 5 and 6 of this RFP; (3) North Carolina General Contract Terms and Conditions in ATTACHMENT C: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS; (4) Instructions in ATTACHMENT B: INSTRUCTIONS TO VENDORS; (5) ATTACHMENT A: PRICING, and (6) Vendor’s proposal. 7. INFORMATION AND DESCRIPTIVE LITERATURE: Vendor shall furnish all information requested in the spaces provided in this document. Further, if required elsewhere in this proposal, each Vendor shall submit with its proposal any sketches, descriptive literature and/or complete specifications covering the products and Services offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Failure to comply with these requirements shall constitute sufficient cause to reject a proposal without further consideration. 8. RECYCLING AND SOURCE REDUCTION: It is the policy of the State to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable and less toxic to the extent that the purchase or use is practicable and cost- effective. We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of commodities purchased. However, no sacrifice in quality of packaging will be acceptable. The Vendor remains responsible for providing packaging that will adequately protect the commodity and contain it for its intended use. Vendors are strongly urged to bring to the attention of purchasers those products or packaging they offer which have recycled content and that are recyclable. 9. CERTIFICATE TO TRANSACT BUSINESS IN NORTH CAROLINA: As a condition of contract award, each out-of- State Vendor that is a corporation, limited-liability company or limited-liability partnership shall have received, and shall maintain throughout the term of The Contract, a Certificate of Authority to Transact Business in North Carolina from the North Carolina Secretary of State, as required by North Carolina law. A State contract requiring only an isolated transaction completed within a period of six months, and not in the course of a number of repeated transactions of like nature, shall not be considered as transacting business in North Carolina and shall not require a Certificate of Authority to Transact Business. RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 24 of 35 10. 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 print responses submitted 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, 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. 11. HISTORICALLY UNDERUTILIZED BUSINESSES: The State is committed to retaining Vendors from diverse backgrounds, and it invites and encourages participation in the procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled. In particular, the State encourages participation by Vendors certified by the State Office of Historically Underutilized Businesses, as well as the use of HUB-certified vendors as subcontractors on State contracts. 12. RECIPROCAL PREFERENCE: G.S. 143-59 establishes a reciprocal preference requirement to discourage other states from favoring their own resident Vendors by applying a percentage increase to the price of any proposal from a North Carolina resident Vendor. To the extent another state does so, North Carolina applies the same percentage increase to the proposal of a vendor resident in that state. Residency is determined by a Vendor’s “Principal Place of Business,” defined as that principal place from which the overall trade or business of the Vendor is directed or managed. 13. INELIGIBLE VENDORS: As provided in G.S. 147-86.59 and G.S. 147-86.82, the following companies are ineligible to contract with the State of North Carolina or any political subdivision of the State: a) any company identified as engaging in investment activities in Iran, as determined by appearing on the Final Divestment List created by the State Treasurer pursuant to G.S. 147-86.58, and b) any company identified as engaged in a boycott of Israel as determined by appearing on the List of restricted companies created by the State Treasurer pursuant to G.S. 147- 86.81. A contract with the State or any of its political subdivisions by any company identified in a) or b) above shall be void ab initio. 14. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, the State will maintain as confidential trade secrets in its proposal 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, marked in a distinctive color or by 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. If a legal action is brought to require the disclosure of any material so marked as confidential, the State will notify Vendor of such action and allow Vendor to defend the confidential status of its information. 15. PROTEST PROCEDURES: When a Vendor wishes to protest the award of contract awarded by UNCW valued in an awarded amount of at least $25,000, but less than $500,000, the Vendor shall submit a written request addressed to the Director of Purchasing Services within thirty (30) consecutive calendar days from the date of the Contract award. The Director of Purchasing Services shall furnish a copy of this letter to the Vice Chancellor for Business Affairs (VCBA) within 5 consecutive calendar days of receipt. The Vendor’s letter 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. If the protest meeting is granted, the Director of Purchasing Services shall attempt to schedule the meeting within fifteen (15) consecutive calendar days after receipt of the letter, or as soon RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 25 of 35 as possible thereafter. Within 5 consecutive calendar days from the date of the protest meeting, the Director of Purchasing Services shall respond to the Vendor in writing with his decision. A copy of the letter shall be forwarded to the Vice Chancellor for Business Affairs. The University shall notify the State Purchasing Officer, in writing, of any further administrative or judicial review of the contract award. Note: Contract award notices are sent only to the Vendor actually awarded the Contract, and not to every person or firm responding to a solicitation. Proposal status and Award notices are posted on the Internet at https://www.ips.state.nc.us/ips/. All protests will be handled pursuant to the North Carolina Administrative Code, 01 NCAC 05B .1519. 16. MISCELLANEOUS: Any gender-specific pronouns used herein, whether masculine or feminine, shall be read and construed as gender neutral, and the singular of any word or phrase shall be read to include the plural and vice versa. 17. COMMUNICATIONS BY VENDORS: In submitting its proposal, the Vendor agrees not to discuss or otherwise reveal the contents of its proposal to any source, government or private, outside of the using or issuing agency until after the award of the Contract or cancellation of this RFP. All Vendors are forbidden from having any communications with the using or issuing agency, or any other representative of the State concerning the solicitation, during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the Contract), unless the State directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to the issuing and/or using agency any information commenting on the ability or qualifications of any other Vendor to provide the advertised good, equipment, commodity; (b) identify defects, errors and/or omissions in any other Vendor’s proposal and/or prices at any time during the procurement process; and/or (c) engage in or attempt any other communication or conduct that could influence the evaluation or award of a Contract related to this RFP. Failure to comply with this requirement shall constitute sufficient justification to disqualify a Vendor from a Contract award. Only those communications with the using agency or issuing agency authorized by this RFP are permitted. 18. TABULATIONS: Bid tabulations can be electronically retrieved at the Interactive Purchasing System (IPS), https://www.ips.state.nc.us/ips/BidNumberSearch.aspx. Click on the IPS BIDS icon, click on Search for Bid, enter the bid number, and then search. Tabulations will normally be available at this web site not later than one working day after the bid opening. Lengthy or complex tabulations may be summarized, with other details not made available on IPS, and requests for additional details or information concerning such tabulations cannot be honored. 19. VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: The North Carolina electronic Vendor Portal (eVP) allows Vendors to electronically register for free with the State to receive electronic notification of current procurement opportunities for goods and Services of potential interests to them available on the Interactive Purchasing System, as well as notifications of status changes to those solicitations. Online registration and other purchasing information is available at the following website: http://ncadmin.nc.gov/about-doa/divisions/purchase- contract. 20. WITHDRAWAL OF PROPOSAL: Proposals submitted electronically may be withdrawn at any time prior to the date for opening proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). Proposals that have been delivered by hand, U.S. Postal Service, courier or other delivery service may be withdrawn only in writing and if receipt is acknowledged by the office issuing the RFP prior to the time for opening proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). Written withdrawal requests shall be submitted on the 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 State. 21. INFORMAL COMMENTS: The State shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of the State during the competitive process or after award. The State is bound only by information provided in writing in this RFP and in formal Addenda issued through IPS. 22. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor’s sole responsibility; the State of North Carolina will not reimburse any Vendor for any costs incurred or associated with the preparation of proposals. https://www.ips.state.nc.us/ips/ https://www.ips.state.nc.us/ips/BidNumberSearch.aspx RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 26 of 35 23. 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. 24. INSPECTION AT VENDOR’S SITE: The State reserves the right to inspect, at a reasonable time, the equipment, item, plant or other facilities of a prospective Vendor prior to Contract award, and during the Contract term as necessary for the State’s determination that such equipment, item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract. This Space is Intentionally Left Blank RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 27 of 35 ATTACHMENT C: NORTH CAROLINA GENERAL CONTRACT TERMS & CONDITIONS 1) PERFORMANCE AND DEFAULT: It is anticipated that the tasks and duties undertaken by the Vendor shall include services or the manufacturing, furnishing, or development of goods and other tangible features or components as deliverables that are directly correlated and/or ancillary to the services performed. Except as provided immediately below, and unless otherwise mutually agreed in writing prior to award, any service deliverables or ancillary services provided by Vendor in performance of the contract shall remain property of the State. During performance, Vendor may provide proprietary components as part of the service deliverables that are identified in the solicitation response. Vendor grants the State a personal, permanent, non-transferable license to use such proprietary components of the service deliverables and other functionalities, as provided under this Agreement. Any technical and business information owned by Vendor or its suppliers or licensors made accessible or furnished to the State shall be and remain the property of the Vendor or such other party, respectively. Vendor agrees to perform its services under the contract in the same or similar manner provided to comparable users. The State shall notify the Vendor of any defects or deficiencies in performance of its services or failure of service deliverables to conform to the standards and specifications provided in this solicitation. Vendor agrees to remedy defective performance or any nonconforming deliverables upon timely notice provided by the State. Vendor has a limited, non-exclusive license to access and use State Data provided to Vendor, but solely for performing its obligations under this Agreement and in confidence as may be further provided herein. Vendor or its suppliers shall at a minimum, and except as otherwise specified and agreed herein, provide assistance to the State related to all services performed or deliverables procured hereunder during the State’s normal business hours. Vendor warrants that its support, customer service, and assistance will be performed in accordance with generally accepted and applicable industry standards. If, through any cause, Vendor shall fail to fulfill in a timely and proper manner the obligations under The Contract, the State shall have the right to terminate The Contract by giving written notice to the Vendor and specifying the effective date thereof. In that event, any or all finished or unfinished deliverables under The Contract prepared by the Vendor shall, at the option of the State, become its property, and the Vendor shall be entitled to receive just and equitable compensation for any acceptable work completed as to which the option is exercised. Notwithstanding, Vendor shall not be relieved of liability to the State for damages sustained by the State by virtue of any breach of The Contract, and the State may withhold any payment due the Vendor for the purpose of setoff until such time as the exact amount of damages due the State from such breach can be determined. The State may require at any time a performance bond or other acceptable alternative performance guarantees from a Vendor without expense to the State. In the event of default by the Vendor, the State may procure the goods and services necessary to complete performance hereunder from other sources and hold the Vendor responsible for any excess cost occasioned thereby. In addition, in the event of default by the Vendor under The Contract, or upon the Vendor filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against the Vendor, the State may immediately cease doing business with the Vendor, immediately terminate The Contract for cause, and may take action to debar the Vendor from doing future business with the State. 2. GOVERNMENTAL RESTRICTIONS: In the event any Governmental restrictions are imposed which necessitate alteration of the goods, material, quality, workmanship or performance of the Services offered prior to delivery, it shall be the responsibility of the Vendor to notify the Contract Lead at once, in writing, indicating the specific regulation which required such alterations. The State reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract. 3. AVAILABILITY OF FUNDS: Any and all payments to the Vendor shall be dependent upon and subject to the availability of funds to the agency for the purpose set forth in The Contract. 4. TAXES: Any applicable taxes shall be invoiced as a separate item. a) G.S. 143-59.1 bars the Secretary of Administration from entering into Contracts with Vendors if the Vendor or its affiliates meet one of the conditions of G.S. 105-164.8(b) and refuses to collect use tax on sales of RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 28 of 35 tangible personal property to purchasers in North Carolina. Conditions under G.S. 105-164.8(b) include: (1) Maintenance of a retail establishment or office, (2) Presence of representatives in the State that solicit sales or transact business on behalf of the Vendor and (3) Systematic exploitation of the market by media- assisted, media-facilitated, or media-solicited means. By execution of the proposal document the Vendor certifies that it and all of its affiliates, (if it has affiliates), collect(s) the appropriate taxes. b) The agency(ies) participating in The Contract are exempt from Federal Taxes, such as excise and transportation. Exemption forms submitted by the Vendor will be executed and returned by the using agency. c) Prices offered are not to include any personal property taxes, nor any sales or use tax (or fees) unless required by the North Carolina Department of Revenue. 5. SITUS AND GOVERNING LAWS: This Contract is made under and shall be governed and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws rules, and within which State all matters, whether sounding in Contract or tort or otherwise, relating to its validity, construction, interpretation and enforcement shall be determined. 6. PAYMENT TERMS: Payment terms are Net not later than 30 days after receipt of a correct invoice or acceptance of goods, whichever is later. The using agency is responsible for all payments to the Vendor under the Contract. Payment by some agencies may be made by procurement card, if the Vendor accepts that card (Visa, MasterCard, etc.) from other customers, and it shall be accepted by the Vendor for payment under the same terms and conditions as any other method of payment accepted by the Vendor. If payment is made by procurement card, then payment may be processed immediately by the Vendor. 7. AFFIRMATIVE ACTION: The Vendor will take affirmative action in complying with all Federal and State requirements concerning fair employment and employment of people with disabilities and concerning the treatment of all employees without regard to discrimination on the basis of any prohibited grounds as defined by Federal and State law. 8. CONDITION AND PACKAGING: Unless otherwise provided by special terms and conditions or specifications, it is understood and agreed that any item offered or shipped has not been sold or used for any purpose and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or shipment. 9. INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY: Vendor shall hold and save the State, its officers, agents and employees, harmless from liability of any kind, including costs and expenses, resulting from infringement of the rights of any third party in any copyrighted material, patented or patent-pending invention, article, device or appliance delivered in connection with The Contract. a. Vendor warrants to the best of its knowledge that: i. Performance under The Contract does not infringe upon any intellectual property rights of any third party; and ii. There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party; b. Should any deliverables supplied by Vendor become the subject of a claim of infringement of a patent, copyright, trademark or a trade secret in the United States, the Vendor, shall at its option and expense, either procure for the State the right to continue using the deliverables, or replace or modify the same to become non-infringing. If neither of these options can reasonably be taken in Vendor’s judgment, or if further use shall be prevented by injunction, the Vendor agrees to cease provision of any affected deliverables and refund any sums the State has paid Vendor and make every reasonable effort to assist the State in procuring substitute deliverables. If, in the sole opinion of the State, the cessation of use by the State of any such deliverables due to infringement issues makes the retention of other items acquired from the Vendor under this Agreement impractical, the State shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge; and Vendor agrees to refund any sums the State paid for unused Services or Deliverables. c. The Vendor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the deliverables supplied by the Vendor, their use or operation, infringes RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 29 of 35 on a patent, copyright, trademark or violates a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded or agreed in a settlement against the State in any such action. Such defense and payment shall be conditioned on the following: i. That the Vendor shall be notified within a reasonable time in writing by the State of any such claim; and ii. That the Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense. d. Vendor will not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation results from the State’s material alteration of any Vendor-branded deliverables or services, or from the continued use of the deliverable(s) or Services after receiving notice of infringement on a trade secret of a third party. 10. TERMINATION FOR CONVENIENCE: If this contract contemplates deliveries or performance over a period of time, the State may terminate this contract at any time by providing sixty [60] days’ notice in writing from the State to the Vendor. In that event, any or all finished or unfinished deliverables prepared by the Vendor under this contract shall, at the option of the State, become its property. If the contract is terminated by the State as provided in this section, the State shall pay for those items for which such option is exercised, less any payment or compensation previously made. 11. ADVERTISING: Vendor agrees not to use the existence of The Contract or the name of the State of North Carolina as part of any commercial advertising or marketing of products or Services. A Vendor may inquire whether the State is willing to act as a reference by providing factual information directly to other prospective customers. 12. ACCESS TO PERSONS AND RECORDS: During and after the term hereof, the State Auditor and any using agency’s internal auditors shall have access to persons and records related to The Contract to verify accounts and data affecting fees or performance under the Contract, as provided in G.S. 143-49(9). 13. ASSIGNMENT: No assignment of the Vendor’s obligations nor the Vendor’s right to receive payment hereunder shall be permitted. However, upon written request approved by the issuing purchasing authority and solely as a convenience to the Vendor, the State may: a) Forward the Vendor’s payment check directly to any person or entity designated by the Vendor, and b) Include any person or entity designated by Vendor as a joint payee on the Vendor’s payment check. In no event shall such approval and action obligate the State to anyone other than the Vendor and the Vendor shall remain responsible for fulfillment of all Contract obligations. Upon advance written request, the State may, in its unfettered discretion, approve an assignment to the surviving entity of a merger, acquisition or corporate reorganization, if made as part of the transfer of all or substantially all of the Vendor’s assets. Any purported assignment made in violation of this provision shall be void and a material breach of The Contract. 14. INSURANCE: COVERAGE - During the term of the Contract, the Vendor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Contract. As a minimum, the Vendor shall provide and maintain the following coverage and limits: a) Worker’s Compensation - The Vendor shall provide and maintain Worker’s Compensation Insurance, as required by the laws of North Carolina, as well as employer’s liability coverage with minimum limits of $500,000.00, covering all of Vendor’s employees who are engaged in any work under the Contract in North Carolina. If any work is sub-contracted, the Vendor shall require the sub-Contractor to provide the same coverage for any of his employees engaged in any work under the Contract within the State. RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 30 of 35 b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $1,000,000.00 Combined Single Limit. Defense cost shall be in excess of the limit of liability. c) Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non- owned vehicles, used within North Carolina in connection with the Contract. The minimum combined single limit shall be $250,000.00 bodily injury and property damage; $250,000.00 uninsured/under insured motorist; and $2,500.00 medical payment. REQUIREMENTS - Providing and maintaining adequate insurance coverage is a material obligation of the Vendor and is of the essence of The Contract. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. The Vendor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or The Contract. The limits of coverage under each insurance policy maintained by the Vendor shall not be interpreted as limiting the Vendor’s liability and obligations under the Contract. 15. GENERAL INDEMNITY: The Vendor shall hold and save the State, its officers, agents, and employees, harmless from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or corporation furnishing or supplying work, Services, materials, or supplies in connection with the performance of The Contract, and from any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Vendor in the performance of The Contract and that are attributable to the negligence or intentionally tortious acts of the Vendor provided that the Vendor is notified in writing within 30 days from the date that the State has knowledge of such claims. The Vendor represents and warrants that it shall make no claim of any kind or nature against the State’s agents who are involved in the delivery or processing of Vendor deliverables or Services to the State. The representation and warranty in the preceding sentence shall survive the termination or expiration of The Contract. 16. ELECTRONIC PROCUREMENT [RESERVED]: This is NOT an E-Procurement solicitation 17. SUBCONTRACTING: Performance under The Contract by the Vendor shall not be subcontracted without prior written approval of the State’s assigned Contract Lead. Unless otherwise agreed in writing, acceptance of a Vendor’s proposal shall include approval to use the subcontractor(s) that have been specified therein. 18. CONFIDENTIALITY: Any State information, data, instruments, documents, studies or reports given to or prepared or assembled by or provided to the Vendor under The Contract shall be kept as confidential, used only for the purpose(s) required to perform The Contract and not divulged or made available to any individual or organization without the prior written approval of the State. 19. CARE OF STATE DATA AND PROPERTY: The Vendor agrees that it shall be responsible for the proper custody and care of any data owned and furnished to the Vendor by the State (State Data), or other State property in the hands of the Vendor, for use in connection with the performance of The Contract or purchased by or for the State for The Contract. Vendor will reimburse the State for loss or damage of such property while in Vendor’s custody. The State’s Data in the hands of the Vendor shall be protected from unauthorized disclosure, loss, damage, destruction by a natural event or other eventuality. Such State Data shall be returned to the State in a form acceptable to the State upon the termination or expiration of this Agreement. The Vendor shall notify the State of any security breaches within 24 hours as required by G.S. 143B-1379. See G.S. 75-60 et seq. 20. OUTSOURCING: Any Vendor or subcontractor providing call or contact center services to the State of North Carolina or any of its agencies shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to relocate or outsource any portion of performance to a location RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 31 of 35 outside the United States, or to contract with a subcontractor for any such performance, which subcontractor and nature of the work has not previously been disclosed to the State in writing, prior written approval must be obtained from the State agency responsible for the contract. Vendor shall give notice to the using agency of any relocation of the Vendor, employees of the Vendor, subcontractors of the Vendor, or other persons providing performance under a State contract to a location outside of the United States. 21. COMPLIANCE WITH LAWS: Vendor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business and its performance in accordance with The Contract, including those of federal, state, and local agencies having jurisdiction and/or authority. 22. ENTIRE AGREEMENT: This RFP and any documents incorporated specifically by reference represent the entire agreement between the parties and supersede all prior oral or written statements or agreements. This RFP, any addenda hereto, and the Vendor’s proposal are incorporated herein by reference as though set forth verbatim. All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation. 23. ELECTRONIC RECORDS: The State will digitize all Vendor responses to this solicitation, if not received electronically, as well as any awarded contract together with associated procurement-related documents. These electronic copies shall constitute a preservation record and shall serve as the official record of this procurement with the same force and effect as the original written documents comprising such record. Any electronic copy, printout or other output readable by sight shown to reflect such record accurately shall constitute an "original." 24. AMENDMENTS: This Contract may be amended only by a written amendment duly executed by the State and the Vendor. 25. NO WAIVER: Notwithstanding any other language or provision in The Contract, nothing herein is intended nor shall be interpreted as a waiver of any right or remedy otherwise available to the State under applicable law. The waiver by the State of any right or remedy on any one occasion or instance shall not constitute or be interpreted as a waiver of that or any other right or remedy on any other occasion or instance. 26. FORCE MAJEURE: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations as a result of events beyond its reasonable control, including without limitation, fire, power failures, any act of war, hostile foreign action, nuclear explosion, riot, strikes or failures or refusals to perform under subcontracts, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. 27. SOVEREIGN IMMUNITY: Notwithstanding any other term or provision in The Contract, nothing herein is intended nor shall be interpreted as waiving any claim or defense based on the principle of sovereign immunity or other State or federal constitutional provision or principle that otherwise would be available to the State under applicable law. 28. PERSONAL IDENTIFYING INFORMATION: If the University provides the Contractor with personal identifiers as listed in N.C.G.S. §132-1.10 and in N.C.G.S. §14-133.20(b) or any other legally confidential information including “personally identifiable information” from student education records as defined by the Family Educational Rights and Privacy Act (FERPA), 34 CFR §99.3, Contractor hereby certifies that collection of this information from University is necessary for the performance of Contractor’s duties and responsibilities on behalf of the University under this Contract. Contractor further certifies that it shall maintain the confidential and exempt status of any social security number information, as required by N.C.G.S. §132-1.10(c)(1), and that it shall not re-disclose personally identifiable information as directed by FERPA, 34 CFR §99.33, or other State and Federal laws. Failure to abide by legally applicable security measures and disclosure restrictions may result in the interruption, suspension and/or termination of the relationship with Contractor for a period of at least five (5) years from date of violation. If Contractor experiences a security breach, as defined in N.C.G.S. §75.61(14), relating to this information, in addition to the Contractor’s responsibilities under the NC Identity Theft Protection Act, Contractor shall immediately notify RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 32 of 35 the University with a minimum of information required under N.C.G.S. 75-65 and shall fully cooperate with the University. 29. USE OF PRIMARY AGREEMENT BY THIRD PARTIES: It is the intent of this Agreement to allow for cooperative procurement strictly to those entities within the University of North Carolina. Accordingly, within the University of North Carolina, any constituent institution may access the Sub-Agreement. Participation in this cooperative procurement is strictly voluntary. If authorized by vendor, and agreed to in writing by the University, this Agreement may extend to the entities indicated above to purchase at fees in accordance with the Agreement. Vendor will notify the University in writing of any such entities accessing the Agreement. No modification of this Agreement or execution of a separate agreement is required by a third party in order to participate. If requested by University, vendor will provide semi-annual usage reports for all entities accessing this Sub-Agreement. Participating entities will be bound by the MA and this Agreement; will place their own orders directly with vendor, and will fully and independently administer their use of the Agreement to include contractual disputes, invoicing and payments without direct administration from the University. The University will not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by vendor to extend the Agreement. It is understood and agreed that the University is not responsible for the acts or omissions of any entity, and will not be considered in default of the Agreement. Use of this Agreement does not preclude any participating entity from signing other agreements or competitive processes as the need may be. This Space Is Intentionally Left Blank RFP: 72-PALG22018 Vendor: __________________________________________ Version: 10/23/2018 Page 33 of 35 ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR In accordance with NC General Statute 143-59.4, the Vendor shall detail the location(s) at which performance will occur, as well as the manner in which it intends to utilize resources or workers outside of the United States in the performance of this Contract. The State will evaluate the additional risks, costs, and other factors associated with such utilization prior to making an award. Please complete items a, b, and c below. If the Vendor answered “YES” above, If the Vendor answered “Yes” above, Vendor must complete items 1 and 2 below: 1. List the location(s) outside the United States where work under this Contract will be performed by the Vendor, any sub-Contractors, employees,