department of health and human services request for

Vendor: _____________________________________

of 46

STATE OF NORTH CAROLINA

Department of Health and Human Services

Request for Proposal #: 30-21231

MedSurge Short-Term Temporary Staffing Services

Date of Issue: January 25, 2021

Proposal Opening Date: February 3, 2021 at 4:00PM ET

Direct all inquiries concerning this RFP to:

Email: [email protected]

mailto:[email protected]

Vendor: _____________________________________

of 46


Request for Proposal # 30-21231

______________________________________________________ For internal State agency processing, please provide your company’s Federal Employer Identification Number or alternate identification number (e.g. Social Security Number). Pursuant to North Carolina General Statute 132-1.10(b) this identification number shall not be released to the public. This page will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection.

This page is to be filled out and returned with your proposal.

ID Number:

Federal ID Number or Social Security Number

Offeror Name

Vendor: _____________________________________

of 46


Department of Health and Human Services

Refer ALL Inquiries regarding this RFP to:

[email protected]

Request for Proposal # 30-21231

Proposals will be opened: February 3, 2021 at 4:00PM ET

Contract Type: MedSurge Short-Term Temporary Staffing

Services

Commodity No.: 851016

Using Agency: Department of Health and Human Services

Requisition No.: N/A

EXECUTION In compliance with this Request for Proposal, and subject to all the conditions herein, the undersigned Offeror offers and agrees to furnish

and deliver any or all items upon which prices are proposed, at the prices set opposite each item within the time specified herein. By

executing this proposal, the undersigned Offeror 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

Offeror 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 Offeror’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 Offeror certifies that it, and each of its subcontractors for any Contract awarded as a result of this RFP, complies

with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than

25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system. G.S. 133-32 and

Executive Order 24 (2009) prohibit the offer to, or acceptance by, any State Employee associated with the preparing plans, specifications,

estimates for public Contract; or awarding or administering public Contracts; or inspecting or supervising delivery of the public Contract of

any gift from anyone with a Contract with the State, or from any person seeking to do business with the State. By execution of any response

in this proposal, you attest, for your entire organization and its employees or agents, that you are not aware that any such gift has been

offered, accepted, or promised by any employees of your organization.

Failure to execute/sign proposal prior to submittal shall render proposal invalid and it WILL BE REJECTED. Late

proposals cannot be accepted. OFFEROR:

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 OFFERORS ITEM #11):

PRINT NAME & TITLE OF PERSON SIGNING ON BEHALF OF OFFEROR: FAX NUMBER:

OFFEROR’S AUTHORIZED SIGNATURE: DATE: EMAIL:

Offer valid for at least 60 days from date of proposal opening, unless otherwise stated here: 90 days.

ACCEPTANCE OF PROPOSAL

If any or all parts of this proposal are accepted by the State of North Carolina, an authorized representative of The North Carolina

Department of Health and Human Services] shall affix his/her signature hereto and this document and all provisions of this Request for

Proposal along with the Offeror 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 Offeror(s).

FOR STATE USE ONLY: Offer accept and Contract awarded this _______ day of ________, 20___ as indicated on the attached

certification, by ____________________________________________________________________

(Authorized Representative of The North Carolina Department of Health and Human Services)


Vendor: _____________________________________

of 46

Table of Contents

1.0 PURPOSE AND BACKGROUND .......................................................................................... 5

2.0 GENERAL INFORMATION AND EVALUATION .................................................................. 5

3.0 METHOD OF AWARD ......................................................................................................... 11

4.0 STATEMENT OF WORK AND CONTRACT TERM ............................................................ 15

5.0 OFFEROR REPRESENTATIONS ....................................................................................... 17

ATTACHMENT A: INSTRUCTIONS TO OFFERORS.................................................................... 18

ATTACHMENT B: SUPPLEMENTAL OFFEROR INFORMATION ............................................... 20

ATTACHMENT C: NORTH CAROLINA CONTRACT TERMS AND CONDITIONS ...................... 21

ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY OFFEROR ................................... 27

ATTACHMENT E: CERTIFICATION OF FINANCIAL CONDITION .............................................. 28

ATTACHMENT F: FEDERAL CERTIFICATIONS .......................................................................... 29

ATTACHMENT G: STATE CERTIFICATIONS .............................................................................. 37

ATTACHMENT H: FEDERAL TERMS AND CONDITIONS – COVID-19 ...................................... 38

ATTACHMENT I: PRIVACY AND SECURITY REQUIREMENTS ................................................. 43

ATTACHMENT J: CONTRACT ADMINISTRATORS .................................................................... 46

Vendor: _____________________________________

of 46

1.0 PURPOSE AND BACKGROUND

To increase the State of North Carolina’s (“NC”) temporary medical staffing for Alternate Care Site(s) capacity in response to the COVID-19 State of Emergency, as declared by Governor Roy Cooper on March 10, 2020, and in accordance with Governor Cooper’s Executive Orders (“COVID-19”), the North Carolina Department of Health and Human Services (NCDHHS) seeks to contract with vendors to rapidly expand NC short-term medical shelter staffing, private medical facility staffing, and/or NC facility staffing capabilities to meet the public health needs of North Carolina and its communities, particularly to Historically Marginalized Populations.

NC may establish up to 4 Alternate Care Sites; temporary acute care facilities activated to immediately expand statewide hospital bed capacity. Temporary Alternate Care Sites would decant lower acuity recuperative patients from overwhelmed permanent facilities, expand one care unit at a time to meet the needs of as many as 150 people per site, and remain operational for not less than 4 weeks. Alternate Care Site(s), as that term is hereinafter defined, will be established to reduce the census of hospital care facilities throughout the State as needed.

Required temporary staffing positions for each temporary medical shelter are as follows:

Personnel Required per Contractor-Staffed Short-Term Alternate Care Site

Position Number of

FTEs Required

Registered Nurse- 41

EMTP 42

Lab Technicians 2

Respiratory Therapists 2

Physicians 2

PA/NPs 2

Pharmacists 3

Pharmacy Technicians 4

2.0 GENERAL INFORMATION AND EVALUATION

REQUEST FOR PROPOSAL DOCUMENT

The Request for Proposal (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. Any and all additional, modified, or conflicting terms and conditions

submitted on or with Offeror’s proposal shall be disregarded and shall not be considered a part of any contract

arising from this RFP. Any attempt to delete or avoid the force of the previous sentence shall render Offeror’s

proposal invalid, and it shall not be considered.

E-PROCUREMENT SOLICITATION - RESERVED

PROPOSAL SUBMISSION

Offeror proposals must be submitted as outlined below:

If an Offeror does not follow the instructions set forth herein, the Offeror’s proposal may be eliminated from further

consideration.

It is the responsibility of the Offeror to submit their proposal in accordance with these instructions by the specified

time and date of opening. All electronic proposals are subject to the conditions made a part hereof.

Vendor: _____________________________________

of 46

Offeror must submit one (1) executed (signed) electronic copy of its offer. Offeror must submit its proposal

to this solicitation by electronic mail ONLY. Paper copies will be deemed non-responsive, and the offer

will not be considered.

Responses should be e-mailed directly to [email protected]. If there are technical

questions regarding e-mail submission, they may be addressed to [email protected]. When

submitting proposals or questions, the Subject Line must begin with the RFP number, RFP 30-21231

Your proposal must be clearly named. Files may not be password-protected and shall be capable of being copied

to other media. Offers submitted via any other medium, including but not limited to facsimile machine, USPS, or

national courier (e.g. FedEx, UPS), in proposal to this solicitation will be deemed non-responsive and will not be

considered further.

If your documents are submitted in multiple emails, that must be stated in the Subject line, and the initial and final

e-mail should be clearly noted. For example: Subject: RFP 30-21231 OFFEROR NAME Response Initial Email

1 of 3; Subject: RFP 30-21231 OFFEROR NAME Response Email 2 of 3 Subject: RFP 30-21231 OFFEROR

NAME Response Final Email 3 of 3.

It is the responsibility of the Offeror to submit their offer in accordance with these instructions. All

proposals must be received by Department by the specified time and date of opening. All electronic offers

are subject to the conditions made a part hereof.

Offers must be submitted with the Execution page signed and dated by an official authorized to bind the Offeror’s

firm. Failure to return a signed offer shall result in disqualification. All offers must comply with Sections 2.3

PROPOSAL SUBMISSION and Error! Reference source not found. Error! Reference source not found..

In addition to the electronic proposal detailed above, one (1) electronic, e-mailed copy of Offeror’s redacted

proposal in accordance with Chapter 132 of the General Statutes, Public Records, marked RFP 30-21231

OFFEROR NAME – Redacted. For the purposes of this RFP, redaction means to edit a document by obscuring

or removing information that is considered confidential and/or proprietary by Offeror and that meets the definition

of Confidential Information set forth in G.S. 132-1.2. If Offeror’s response does not contain Confidential

Information, Offeror must submit a signed statement to that effect as RFP 30-21231 OFFEROR NAME –

Redacted.

Pursuant to 01 NCAC 05B .0501, the State reserves the right to reject any and all proposals, in whole or in part,

by deeming the proposal 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. The State further reserves the right to waive any informality in proposals and, unless

otherwise specified by the Offeror, to accept any item in the proposal. If either a unit price or an extended price is

obviously in error and the other is obviously correct, the incorrect price will be disregarded.

Proposal documents as submitted must include the entire proposal. Linked or referenced documents from web or

other locations cannot be included and will not be considered or evaluated. Hyperlinks and uniform resource

locators (URLs) are not permitted in any of the proposal documents.

PROPOSAL CONTENTS

Offeror RFP proposals must include all the following items and arranged in the following order:

a) Cover Letter including the company name, address, phone number and authorized representative along

with the Request for Proposal Number

b) Completed page 2 of the RFP with Offeror’s Name and Federal Tax Identification or Social Security

Number;

Vendor: _____________________________________

of 46

c) Completed and signed version of EXECUTION PAGE, along with the entire body of the RFP, and

signed and completed Attachments, as detailed in this Section 2.4;

d) Past Performance information as detailed in Section 2.5;

e) Staffing Approach and Ability to Deploy Staff Rapidly information as detailed in Section 2.6;

f) Complete the table in Section 2.6, and include limitations, if applicable;

g) Complete the Hourly Rates per Position as detailed in Section 2.7;

h) Completed and signed version of ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY

VENDOR

i) Completed and signed version of ATTACHMENT E: CERTIFICATION OF FINANCIAL CONDITION

j) Completed and signed version of ATTACHMENT F: FEDERAL CERTIFICATIONS

k) Completed and signed version of ATTACHMENT G: STATE CERTIFICATIONS

l) Completed ATTACHMENT J: CONTRACT ADMINISTRATORS

m) Completed and signed receipt pages of any addenda released in conjunction with this RFP

PAST PERFORMANCE: Offeror’s Past Performance must include all of the following:

a) Offeror must submit a description of no more than three (3) contracts of similar size and scope to the

work required in this RFP. Offeror’s description of Past Performance must meet all of the following

requirements:

1. Contract must have been active within five (5) years prior to this RFP’s issue date;

2. Identify the name and type of customer for whom work was performed (e.g., commercial, non-

profit, public sector). If available, select at least one public sector customer; and

3. Describe the work performed, the budget, and the length of each contract.

2.6 STAFFING APPROACH AND ABILITY TO DEPLOY STAFF RAPIDLY: Offeror must complete the

following:

a) Offeror must describe its approach to staffing and its strategy and approach to deploy staff rapidly. This

section will not exceed a total of two (2) pages.

b) Offeror must confirm it will comply with each of the following requirements by checking the appropriate

box. If Offeror checks “No” for any requirement, Offeror must submit a brief statement (less than one

page per requirement) describing the limitation:

REQUIREMENT: OFFEROR SHALL CONFIRM

Provide appropriate clinical providers who are properly licensed or certified in North Carolina and hold an unencumbered license or certification, in good standing with the applicable governing body.

☐ Yes No ☐

Provide any or all of the staff positions listed in the table in Section 1.0 “Purpose and Background” to any location in the State of North Carolina, as identified by the Department

☐ Yes No ☐

Offeror can fill a temporary staffing order in less than 96 hours. ☐ Yes No ☐

Provide or arrange for all transportation for placed staff ☐ Yes No ☐

Provide all housing for placed staff ☐ Yes No ☐

Replace requested staff members within 2 hours of a no-show at site ☐ Yes No ☐

Perform all background checks in accordance with any resulting contract ☐ Yes No ☐

Communicate with ordering sites to ensure proper staffing placements and made adjustments as required

☐ Yes No ☐

Vendor: _____________________________________

of 46

2.7 PRICE: Offeror must complete the chart below using the following assumptions:

a) Hourly Rates are to be estimated based on each position in the State of North Carolina.

b) The Department understands the fluid environment and that hourly rates are a point-in-time representation

of the current market, as experienced by the Offeror. Hourly rates will be used in the evaluation process

to assess price reasonableness.

c) Fully Burdened hourly and Overtime rates must be presented in a range from low to high, based on the

Offeror’s recent experience.

d) Overtime hourly rates must be presented in a range from low to high, based on the Offeror’s recent

experience (e.g. $50.00 through $127.00).

e) Offeror may assume three (3) shifts per week of 12 hours per shift for each position.

f) Overtime will be considered by the Department and will depend on actual need and circumstances.

Hourly Rates per Position

Position Range of Fully Burdened

Rates Range of Fully Burdened

Overtime Rates

Registered Nurse

EMTP

Lab Technicians

Respiratory Therapists

Physicians

PA/NPs

Pharmacists

Pharmacy Technicians

THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.

Vendor: _____________________________________

of 46

2.7 EVALUATION PROCESS:

The Department will first review Offeror’s submission to confirm it meets the requirements of Section 2.3

PROPOSAL SUBMISSION and Section 2.4 PROPOSAL CONTENTS. Failure to meet these requirements may

deem Offeror’s proposal ineligible for further consideration. The Department reserves the right to waive any minor

informality or technicality in proposal received.

Upon confirmation that Offeror’s proposal meets the submission and response requirements as set forth in

Sections 2.3 and 2.4, the Department will review and evaluate Offeror’s proposal using the Best Value

procurement method as permitted by N.C.G.S. §§ 143-135.9(a)(1). A trade-off/ranking method of source selection

will be utilized in this procurement to allow the State to award a contract to the Offeror or Offerors providing the

Best Value to the State, recognizing that Best Value may result in award other than the lowest price or highest

technically qualified offer. By using this method, the overall ranking may be adjusted up or down when price is

considered with or traded-off against non-price factors.

The State will establish an Evaluation Committee (“Committee”) to review each Offeror’s response to this RFP

and make award recommendations. The State will designate employees or expert contractors to serve on the

Evaluation Committee or assist the Evaluation Committee as a subject matter expert during the evaluation

process. The State reserves the right to alter the composition of the Evaluation Committee and to designate

individuals and subject matter experts to assist in the evaluation process.

The Department may establish a Competitive Range, pursuant to 01 NCAC 05A .0112(8), of those Offerors most

likely to be considered for award.

Clarifications, Negotiations, and Best and Final Offer (BAFO):

The Department reserves the right to request Clarifications at any time from any Offeror, and such Clarifications

must be submitted in writing to the Offeror to respond. However, the Department is not required to request

Clarifications from any Offeror, and Offerors should exercise due diligence to ensure its response is clear and

addresses all the requirements and specifications of the RFP. Pursuant to 01 NCAC 05A .0112, Clarification

means communications between the State and an Offeror that may occur after receipt of Offeror's Offer made for

the purpose of eliminating irregularities, informalities, or apparent clerical mistakes in an Offer. A Clarification may

also be used in order for the State to interpret an Offer or Offers or to facilitate the State's evaluation of all Offers.

A Clarification shall not be used to cure material deficiencies in an Offer, alter the scope of an Offer, or to negotiate.

The Department reserves the right to enter into negotiations with none, one, or more Offerors to establish a

Contract that is in the best interest of the Department. Such negotiations may result in modifications to the RFP

and/or Offeror’s proposal and response.

The Department may issue a BAFO request to none, one or more Offerors.

EVALUATION CRITERIA: Offeror proposals will be evaluated in accordance with the following criteria, listed in

descending order of importance:

1. Past Performance

2. Ability to Staff Rapidly

3. Price

Award of a contract will be made to the Offeror providing the proposal that was deemed most advantageous and represented the best value to the Department.

The Evaluation Committee will compare Offeror proposals to the evaluation criteria and shall list and describe the

strengths and weaknesses of each Offeror’s proposal as compared to the evaluation criteria and the other

Offerors’ proposals.

The Evaluation Committee will prepare a narrative summarizing the strengths and weaknesses of each Offeror’s

proposal and provide a contract award recommendation to the Department’s Office of Procurement, Contracts

and Grants.

Vendor: _____________________________________

of 46

The Department’s Office of Procurement, Contracts and Grants will review the Committee’s recommendation to

ensure the evaluation was completed in accordance with Department and State guidelines.

The Offeror or Offerors with the best overall proposal, as determined by the Department using the Best Value

trade-off method, will be awarded a contract.

The Department reserves the right to award none, one, or more contracts under this Request for Proposal.

CONFIDENTIALITY DURING EVALUATION PROCESS:

As provided for in the North Carolina Administrative Code (NCAC), including but not limited to 01 NCAC 05B.

0103, all information and documentation whether electronic, written or verbal relative to the development of a

contractual document for a proposed procurement or contract shall be deemed confidential in nature. In

accordance with these and other applicable rules and statutes, such materials shall remain confidential until the

award of a contract or until the need for the procurement no longer exists. Any attempt to gain this privileged

information, or to influence the evaluation process (e.g. assist in or interfere with the evaluation) will be

in violation of purchasing rules, and the proposal will not be further evaluated or considered.

Each Offeror submitting a proposal (including its representatives, subcontractors, and suppliers or other pilot

partners or affiliates) 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 Governor’s office), or private entity,

if the communication refers to the content of Offeror’s proposal or qualifications, the content of another Offerors

proposal, another Offeror’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 proposal and/or the award of the contract. Contractor not in compliance with this

provision shall be disqualified from Contract award, unless it is determined in the Department’s sole discretion that

the communication was harmless, that it was made without intent to influence and that the best interest of the

Department would not be served by the disqualification. A Contractor’s proposal may be disqualified if its

subcontractor and supplier engage in any of the foregoing communications during the time that the procurement

is active (i.e., from the issuance date of the procurement until the date of the Contract award). Only those

discussions, communications or transmittals of information authorized or initiated by the issuing agency for this

RFP or general inquiries directed to the purchaser regarding requirements of the RFP (prior to proposal

submission) or the status of the Contract Award (after submission) are excepted from this provision.

DEFINITIONS AND ACRONYMS

a) Contract: The resulting, legally binding agreement between the named parties after both of the parties

execute and date this Request for Proposal.

b) Contractor: The entity(ies) or organization(s) that enters into the Contract with the State or Department.

c) Contract Lead: Representative NC DHHS who corresponds with potential Offerors in order to identify

and contract with that Offeror providing the greatest benefit to the State and who will administer the

contract for the State.

d) COVID: Coronavirus Disease

e) E-Procurement Services: The program, system, and associated services through which the State

conducts electronic procurement.

f) Historically Marginalized Populations: Individuals, groups, and communities that have historically and

systematically been denied access to services, resources, and power relationships across economic,

political, and cultural dimensions as a result of systemic, durable, and persistent racism, discrimination

and other forms of oppression. Historically Marginalized Populations are often identified based on their

race, ethnicity, social economic status, geography, religion, language, sexual identity and disability status.

g) NC DHHS or Department: The North Carolina Department of Health and Human Services and any using

Division or agency.

Vendor: _____________________________________

of 46

h) NCAC: North Carolina Administrative Code

i) Offeror or Vendor: Supplier, bidder, proposer, company, firm, corporation, partnership, individual or other

entity submitting a response to this Request for Proposal.

j) RFP: Request for Proposal

k) State: State of North Carolina

l) SOW: Statement of Work

m) Alternate Care Site: Includes but is not limited to external overflow shelter(s) built specifically to address

hospital and other brick-and-mortar healthcare facility surge capacity. It also refers to medical facilities

where a team of temporary staffing professionals may be placed to supplement facility staff.

NOTICE TO OFFERORS REGARDING TERMS AND CONDITIONS

It is the Offeror’s responsibility to read the instructions, all relevant exhibits and attachments, and any other

components made a part of this RFP and comply with all requirements and specifications herein. Offerors also

are responsible for obtaining and complying with all addenda and other changes that may be issued in connection

with this RFP.

If Offerors have questions, issues, or exceptions regarding any term, condition, instruction or other component

within this RFP, those must be submitted as questions, on or before the designated deadline to submit

questions to the Agency. If the State determines that any changes will be made as a result of the points raised,

then such decisions will be communicated in the form of an addendum. Other than through this process, and

subject to the provisions of section 2.1, the State rejects and shall not be required to evaluate or consider any

additional or modified terms and conditions or Instructions to Offeror submitted with Offeror’s response. This

applies to any language appearing in or attached to the document as part of the Offeror’s response that purports

to vary any terms and conditions or Offerors’ instructions herein or to render the proposal non-binding or subject

to further negotiation. Offeror’s response to this RFP shall constitute a firm offer. By execution and delivery of

a response to this RFP, Offeror agrees that any additional or modified terms and conditions, including

Instructions to Offerors, whether submitted purposely or inadvertently, or any purported condition to the

offer 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 Offeror’s proposal.

3.0 METHOD OF AWARD

Contracts will be awarded in accordance with G.S. § 143-52 and the evaluation criteria set out in this solicitation.

Prospective Offerors will not be discriminated against on the basis of any prohibited grounds as defined by Federal

and State law. The State may obtain proposals from one or more potential Offerors.

3.1 PERFORMANCE OUTSIDE THE UNITED STATES

Offeror shall complete ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY VENDOR. In addition to any

other evaluation criteria identified in this RFP, the State may, for purposes of evaluating proposed or actual

contract performance outside of the United States, also consider 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 Offeror

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

Vendor: _____________________________________

of 46

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

3.2 CONFIDENTIALITY DURING PROCESS

During the evaluation period and prior to award, all information concerning the proposal and evaluation is confidential, and possession of the proposals and accompanying information is limited to personnel of the issuing agency and any third parties involved in this procurement process, and to the committee responsible for participating in the evaluation. Any attempt on behalf of an Offeror to gain such confidential information, or to influence the evaluation process (e.g., contact anyone involved in the evaluation, criticize another Offeror, offer any benefit or information not contained in the proposal) in any way is a violation of North Carolina purchasing law and regulations and shall constitute sufficient grounds for disqualification of Offeror’s offer from further evaluation or consideration in the discretion of the State.

3.3 INTERPRETATION OF TERMS AND PHRASES

This Request for Proposal serves two functions: (1) to advise potential Offerors 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

Offerors 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 herein, no one requirement shall automatically disqualify an

Offeror 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.

3.4 SCHEDULE:

The following table outlines the Department’s projected timeline for the award of this contract. Department will make every effort to adhere to the timeline; however, NC DHHS reserves the right to adjust the timeline.

KEY ACTIVITY DATE

Issue Request for Proposal January 25, 2021

Submit written questions to DHHS January 27, 2021 by 10:00AM ET

DHHS issues responses to questions January 29, 2021

Deadline for Offerors to submit proposals February 3, 2021 by 4:00PM ET

DHHS Complete Evaluation February 8, 2021

Award Contract February 10, 2021

3.4.1 Offeror proposals must be received by the date and time listed in Section 3.4 above. This is an absolute

requirement and failure to do so may result in elimination of an Offeror’s response to this RFP.

3.4.2 All terms and conditions contained in the RFP are incorporated by reference.

3.5 RFP QUESTIONS

3.5.1 After review of the RFP documents, Offerors may ask questions to clarify or interpret the request in order

to submit the best response possible. Offerors shall submit any questions by the due date in Section 3.4.

3.5.2 Written questions shall be e-mailed to [email protected] by the date and time

specified above. Offerors should enter “RFP 30-21231-Questions OFFEROR NAME” as the subject for

the email. Question submittals must include a reference to the applicable section, the page number, and

be submitted in the format shown below:


Vendor: _____________________________________

of 46

RFP Section Page Number(s) Offeror Question

Ex. Section 3.4 12 Offeror question…?

3.5.3 The State reserves the right to award a contract without considering or responding to any or all of the

questions.

3.6 GENERAL PROCUREMENT INFORMATION AND NOTICE TO OFFERORS

3.6.1 READ, REVIEW AND COMPLY: It shall be the Offeror’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 Offerors or elsewhere in this Request for

Proposal document.

3.6.2 Proposals must be submitted with the Execution page signed and dated by an official authorized to bind

the Offeror’s firm. Failure to return the signed Execution page with the Offeror’s proposal shall result in

disqualification. All proposals must comply with all instructions and requirements of this RFP.

3.6.3 Under the Department’s procurement process, any contract resulting from this RFP will consist of the

Offeror’s proposal, along with any addenda to the contract, written clarifications, best and final offer

(BAFO), and negotiation documents. The Offeror will be obligated to perform services as proposed in its

proposal, unless otherwise modified by clarification, BAFO, negotiation, or superseded by a document with

higher order of precedence. See RFP, ATTACHMENT A: INSTRUCTIONS TO OFFERORS, 4. Order of

Precedence for more information and the order of precedence of the resulting contract.

3.6.4 Any costs incurred by Offeror in preparing or submitting proposals are the Offeror’s sole responsibility.

Neither the Department nor the State of North Carolina will reimburse any Offeror for any costs incurred

prior to award.

3.7 PROPOSAL SUBMISSION

3.7.1 If an Offeror does not follow the instructions set forth herein, the Offeror’s proposal may be eliminated from

further consideration.

3.7.2 Offeror must submit one (1) executed (signed) electronic copy of its proposal. Offeror must submit its

response to this Request for Proposal by electronic mail ONLY. Paper copies will be deemed non-

responsive, and the proposal will not be considered.

3.7.3 Responses should be e-mailed to [email protected]. If there are technical

questions regarding e-mail submission, they may be addressed to

[email protected]. When submitting responses or questions, the Subject Line must

begin with: MedSurge RFP.

3.7.4 Files must not be password-protected and must be capable of being copied to other media. Proposals

submitted via any other medium including but not limited to facsimile machine, USPS, national courier (e.g.

FedEx, UPS) in response to this solicitation will be deemed non-responsive and will not be considered

further.

3.7.5 The maximum size for e-mails is 25MB including the header, content, and all attachments. If you anticipate

your response will exceed 25 MB, you may submit more than one e-mail. If your documents are submitted

in multiple emails, that must be stated in the Subject line, and the first and final e-mail should be clearly

noted. For example: Subject: MedSurge RFP OFFEROR NAME Email 1 of 3; Subject: MedSurge RFP

OFFEROR NAME Email 2 of 3; MedSurge RFP OFFEROR NAME Email 3 of 3.

3.7.6 In addition to the electronic response detailed above, one (1) electronic, e-mailed copy of Offeror’s

redacted response in accordance with Chapter 132 of the North Carolina General Statutes, Public

Records, marked MedSurge RFP - OFFEROR NAME - Redacted. For the purposes of this RFP, redaction

means to edit a document by obscuring or removing information that is considered confidential and/or

Vendor: _____________________________________

of 46

proprietary by Offeror and that meets the definition of Confidential Information set forth in G.S. 132-1.2. If

Offeror’s response does not contain Confidential Information, Offeror must submit a signed statement to

that effect as MedSurge RFP - OFFEROR NAME - Redacted. The files should not be password-protected

and should be capable of being copied to other media.

3.7.7 Pursuant to 01 NCAC 05B .0501, the State reserves the right to reject any and all proposals, in whole or

in part, by deeming the proposal 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. The State further reserves

the right to waive any informality in proposals and, unless otherwise specified by the Offeror, to accept any

item in the proposal. If either a unit price or an extended price is obviously in error and the other is obviously

correct, the incorrect price will be disregarded.


Vendor: _____________________________________

of 46

4.0 STATEMENT OF WORK AND CONTRACT TERM

4.1 Statement of Work: Contractor shall comply with this Section 4.0.

A. TEMPORARY STAFFING REQUIREMENTS 1. Contractor shall:

a. Provide appropriate providers who are properly licensed or certified in North Carolina.

b. Provide professional staffing placements capable of providing the standards of care required by

the patient(s) and the State of North Carolina and in line with their training, education, licensing,

and certification(s).

c. Provide response to placed temporary staffing order within 4 hours of receipt during operating

hours Monday – Friday 8:00AM ET – 8:00PM ET.

d. Place required staff within 96 hours of staffing order being placed by NC.

e. Provide all transportation for placed staff.

f. Provide all housing for placed staff.

g. Replace ordered staff members within two hours of a no-show at site.

h. Perform all background checks in line with State of North Carolina policy.

i. Submit temporary staffing availability via web portal hosted by State of North Carolina.

j. Communicate with ordering sites to ensure proper staffing placements and made adjustments as

required.

k. Electronically collect and timely submit the data and reports required in this Section 4.0.

2. Licensed or certified clinical staff must hold an active, unencumbered license or certification, in good

standing in the State of North Carolina and in accordance with all regulations of their licensing or

certifying body.

3. Contractor must use only staff for whom it has completed, prior to or during the course of employment,

a criminal record check and identification of any criminal felony conviction, or conviction of any crime

involving moral turpitude, including, but not limited to fraud, misappropriation or deception and who have

not been excluded or debarred from participation in state or federal health care programs, including but

not limited to appearing in the OIG List of Excluded Individuals and Entities (LEIE) and the current federal

System for Award Management (SAM) databases or the NC Medicaid Excluded Provider List.

4. Contractor shall provide services that are appropriate with regards to standards of medical practice.

Contractor acknowledges that it has an independent responsibility to provide appropriate and adequate

medical care to all individuals served under this Contract. Contractor agrees that no action by the

Department and/ or any other person or entity in any way absolves, relieves or lessens Contractor’s

responsibility and duty to provide appropriate and adequate medical care to all individuals served under

this Contract. Nothing in this Contract will be construed to require Contractor to follow any procedure,

professional or administrative, which is medically unacceptable, illegal or unwise under the

circumstances.

5. Contractor shall provide secure, web-enabled method of transaction and reporting for the following

functions:

a. Receive DHHS staffing requests;

b. Acknowledge staffing request and status update (e.g. accepted, posted, filled);

c. Confirm back to DHHS the person assigned to fill staffing request;

d. Submit timesheets including hours and shifts worked;

e. Comply with a local supervisor approval workflow;

f. Ensure DHHS capability for DHHS to approve each pay period;

g. Provide on demand report of compliance and credentialing verification for each worker; and

h. Report total hours and shifts worked by each position by assigned location at the conclusion of each period, to be determined by the Department.

Vendor: _____________________________________

of 46

4.2 CONTRACT TERM

4.2.1 This Contract will begin on the date of the Department’s execution (“Effective Date”) and will continue for

six (6) months (“Initial Term”), unless terminated earlier as provided for in the Contract.

4.2.2 After the Initial Term, the Department may, in its sole discretion, extend the Contract for up to six (6) months

(“Renewal Term”) at the same costs and terms as provided in the Contract. The Department will give

Contractor at least thirty (30) days prior written notice of its intent to extend the Contract for the Renewal

Term. The Initial Term and Renewal Term may be collectively referred to as the “Term”.


Vendor: _____________________________________

of 46

5.0 OFFEROR REPRESENTATIONS

5.1 Offeror warrants that qualified personnel shall provide all services that may be required under the Contract

in a professional manner. “Professional manner” means that the personnel performing the services shall

possess the skill and competence consistent with at least the prevailing business standards in the industry.

Offeror agrees that it shall not enter any agreement with a third party that may abridge any rights of the State

or the Department under the Contract. Offeror shall serve as the prime contractor under the 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 Offerors or subcontractors of Offeror may appear for purposes of

convenience in Contract documents; and shall not limit Offeror’s obligations hereunder.

5.2 If any goods, services, functions, or responsibilities not specifically described in the Contract are required

for Offeror’s proper performance, provision and delivery of the goods and services under the Contract, or

are an inherent part of or necessary sub-requirement included within such goods and services, 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, Offeror will

furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and

telecommunications equipment, software, supplies and materials necessary for the Offeror to provide and

deliver the goods and services.

5.3 Offeror warrants that it has the financial capacity to perform and to continue perform its obligations under

the contract; that Offeror has no constructive or actual knowledge of an actual or potential legal proceeding

being brought against Offeror that could materially adversely affect performance of the Contract; and that

entering into the Contract is not prohibited by any contract, or an order by any court of competent jurisdiction.


Vendor: _____________________________________

of 46

ATTACHMENT A: INSTRUCTIONS TO OFFERORS

1. READ, REVIEW AND COMPLY: It shall be the Offeror’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 Offerors or elsewhere in this RFP document.

2. EXECUTION: Failure to sign the Execution page in the indicated space will render proposal non-responsive and it shall be rejected.

3. CERTIFICATE TO TRANSACT BUSINESS IN NORTH CAROLINA: As a condition of contract award, each out-of-State Offeror 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.

4. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or in any resulting contract, the order of precedence shall be (high to low) (1) North Carolina General Contract Terms and Conditions in ATTACHMENT C: NORTH CAROLINA CONTRACT TERMS AND CONDITIONS; (2) Instructions in ATTACHMENT A: INSTRUCTIONS TO OFFERORS; and (3) Offeror’s Proposal and completed Section 2.6: Pricing.

5. INELIGIBLE OFFERORS: As provided in G.S. 147-86.60 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.

6. INFORMATION AND DESCRIPTIVE LITERATURE: Offeror shall furnish all information requested and in the spaces provided in this document. Further, if required elsewhere in this proposal, each Offeror shall submit with their proposal sketches, descriptive literature and/or complete specifications covering the products offered.

7. RECYCLING AND SOURCE REDUCTION: It is the policy of the State to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable and less toxic to the extent that the purchase or use is practicable and cost-effective. We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of commodities purchased. However, no sacrifice in quality of packaging will be acceptable. The company remains responsible for providing packaging that will adequately protect the commodity and contain it for its intended use. Companies are strongly urged to bring to the attention of purchasers those products or packaging they offer which have

8. HISTORICALLY UNDERUTILIZED BUSINESSES: Pursuant to General Statute 143-48 and Executive Order 150 (1999), the State invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled.

9. CONFIDENTIAL INFORMATION:

a. To the extent permitted by applicable statutes and rules, the State will maintain confidential trade secrets that the Offeror 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 Offeror, with specific trade secret information enclosed in boxes or similar indication. Cost information shall not be deemed confidential under any circumstances. Regardless of what an Offeror 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 Offeror that it has

Vendor: _____________________________________

of 46

made a reasonable effort in good faith to determine that such material is, in fact, a trade secret under G.S. 132-1.2. Offerors are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible.

b. Confidential Information means any data, information, documents, or reports given to Contractor by the Department or prepared or assembled by Contractor under this Contract. Confidential Information shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the Department. Contractor acknowledges that in receiving, storing, processing or otherwise dealing with any Confidential Information it will safeguard and not further disclose the Confidential Information except as otherwise provided in the Contract.

10. PROTEST PROCEDURES: When an Offeror wishes to protest a Contract resulting from this RFP that is awarded by the Division of Purchase and Contract or awarded by an agency in an awarded amount of at least $25,000, an Offeror shall submit a written request addressed to the State Purchasing Officer at Purchase and Contract, 1305 Mail Service Center, Raleigh, NC 27699-1305. A protest request related to an award amount of less than $25,000 shall be sent to the purchasing officer of the agency that issued the award. The protest request shall be received in the proper office within thirty (30) consecutive days from the date of the Contract award. Protest letters shall contain specific grounds and reasons for the protest, how the protesting party was harmed by the award made and any documentation providing support for the protesting party’s claims. Note: Contract award notices are sent only to the Offeror actually awarded the Contract, and not to every person or firm responding to a solicitation. Bid 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.

11. MISCELLANEOUS: Masculine pronouns shall be read to include feminine pronouns, and the singular of any

word or phrase shall be read to include the plural and vice versa.

12. INFORMAL COMMENTS: The State shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of the State during the competitive process or after award. The State is bound only by information provided in this RFP and in formal Addenda issued.

13. COST FOR PROPOSAL PREPARATION: Any costs incurred by Offeror in preparing or submitting proposals are the Offeror’s sole responsibility; the State of North Carolina will not reimburse any Offeror for any costs incurred prior to award.

14. OFFEROR’S REPRESENTATIVE: Each Offeror 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.

15. INSPECTION AT OFFEROR’S SITE: The State reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective Offeror prior to Contract award, and during the Contract term as necessary for the State determination that such equipment/item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract.

https://www.ips.state.nc.us/ips/

Vendor: _____________________________________

of 46

ATTACHMENT B: SUPPLEMENTAL OFFEROR INFORMATION

HISTORICALLY UNDERUTILIZED BUSINESSES

Historically Underutilized Businesses (HUBs) consist of minority, women and disabled business firms that are at least fifty-

one percent owned and operated by an individual(s) of the categories. Also included in this category are disabled business

enterprises and non-profit work centers for the blind and severely disabled.

Pursuant to G.S. 143B-1361(a), 143-48 and 143-128.4, the State invites and encourages participation in this procurement

process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for

the blind and severely disabled. This includes utilizing subcontractors to perform the required functions in this RFP. Any

questions concerning NC HUB certification, contact the North Carolina Office of Historically Underutilized Businesses

office at (919) 807-2330. The Offeror shall respond to question #1 and #2 below.

a) Is Offeror a Historically Underutilized Business? Yes No

b) Is Offeror Certified with North Carolina as a Historically Underutilized Business? Yes No

If so, state HUB classification: _______________________________________________________________

http://ncadmin.nc.gov/businesses/hub

Vendor: _____________________________________

of 46

ATTACHMENT C: NORTH CAROLINA CONTRACT TERMS AND CONDITIONS

1. 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 this Contract to verify accounts and data

affecting fees or performance under the Contract, as provided in G.S. 143-49(9). Nothing in this Section or Contract

-shall limit or restrict the State Auditor’s rights, including but not limited access to persons and records of entit ies,

regardless of subcontractor status.

2. ADVERTISING: Contractor agrees not to use the existence of this Contract or the name of the State of North Carolina

as part of any commercial advertising or marketing of products or services. Offeror or Contractor may inquire whether

the State is willing to act as a reference by providing factual information directly to other prospective customers.

3. AMENDMENTS: This Contract may be amended only by written amendments duly executed by the State and the

Contractor. The NC Division of Purchase and Contract shall give prior approval to any amendment to a contract

awarded through that office.

4. ASSIGNMENT: No assignment of the Contractor’s obligations nor the Contractor’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

Contractor, the State may:

a. Forward the Contractor’s payment check directly to any person or entity designated by the Contractor

b. Include any person or entity designated by Contractor as a joint payee on the Contractor’s payment check

In no event shall such approval and action obligate the State to anyone other than Contractor 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 Contractor’s assets. Any purported assignment made in violation of this

provision shall be void and a material breach of this Contract.

5. AVAILABILITY OF FUNDS: Any and all payments to Contractor are dependent upon and subject to the availability

of funds to the agency for the purpose set forth in this Contract.

6. BENEFICIARIES: The Contract shall inure to the benefit and be binding upon the parties and their respective

successors. It is expressly understood and agreed that the enforcement of the terms and conditions of the Contract,

and all rights of action relating to such enforcement, shall be strictly reserved to the Department and Offeror. Nothing

contained in this Contract shall give or allow any claim or right of action whatsoever by any third person. It is the

express intention of the Department and Contractor that any such other person or entity receiving services or benefits

under the Contract shall be deemed an incidental beneficiary only and not a contractual third-party beneficiary.

7. COMPLIANCE WITH LAWS: Contractor shall comply with all laws, ordinances, codes, rules, regulations, and

licensing requirements that are applicable to the conduct of its business and performance in accordance with this

contract, including those of federal, state, and local agencies having jurisdiction and/or authority.

8. COOPERATION WITH OTHER STATE VENDORS: Contractor shall cooperate with Department vendors that are

providing goods or services to or on behalf of the Department.

9. 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.

The complete product(s) offered herein, and NOT merely its component parts or subsystems, shall comply with the above requirement for safety listing. Having the appropriate certification or safety label affixed to any device delivered pursuant to this solicitation, under the conditions described above, is a material condition of any contract awarded as a result of this solicitation. All costs for product and industry certifications and listings, and any other actions required to supply conforming products to the State as described in this RFQ, are the sole responsibility of Contractor. The

Vendor: _____________________________________

of 46

certification or safety label shall be affixed and be visible on the OUTSIDE of all products that require a certification or safety label in order to pass the State Quality Acceptance Inspection. The requirements of this paragraph 10 shall not be waived by contract award or otherwise by the purchasing agency.

10. COOPERATION WITH OTHER STATE VENDORS: Contractor shall cooperate with Department vendors that are

providing goods or services to or on behalf of the Department.

11. COPYRIGHT AND INTELLECTUAL PROPERTY: North Carolina Public Records Laws identify all documents

created for public transactions/business as public records; therefore, no deliverable items produced in whole or in

part under this Contract shall be the subject of an application for copyright by or on behalf of Contractor, except as

otherwise provided herein. The State shall own all deliverables that Contractor is required to deliver to the Department

pursuant to the Contract, except as provided herein. Contractor shall not acquire any right, title, and interest in and

to the copyrights for goods, all software, technical information, specifications, drawings, records, documentation,

data, or derivative works thereof, or other work products provided by the State to Contractor. The State shall own

copyrighted works first originated and prepared by Contractor for delivery to the State. The State hereby grants

Contractor a royalty-free, fully paid worldwide, perpetual, nonexclusive, irrevocable license for Contractor’s business

use, to non-confidential deliverables first originated and prepared by Contractor for delivery to the State. Contractor

shall maintain ownership of all pre-existing intellectual property that it provides to the State as part of the

deliverable(s), and the State shall have a royalty-free, fully paid, worldwide, perpetual, non-exclusive, irrevocable

license to use such intellectual property solely for its operations. The intellectual property terms of this Contract do

not: (a) affect Contractor’s ownership of all other intangible intellectual property (e.g., processes, ideas, know how)

that Contractor has developed in the course of performance hereunder, (b) prevent Contractor from selling similar

services elsewhere, or (c) prevent Contractor from marketing, licensing or selling any and all intellectual property it

develops hereunder to other customers, provided no State confidential information is used or disclosed in the process.

12. DATA REQUIREMENTS: . The Department, through its Division of Public Health or directly, may expose Contractor

to confidential information in accordance with its public health authority, as allowed by applicable law, including

N.C.G.S. § 130-143. Contractor will comply with the Health Insurance Portability and Accountability Act (“HIPAA”) of

1996, and its promulgating regulations. If the Department requires additional agreements to protect confidential data

in compliance with applicable State or Federal law, regulations, policies and/or procedures, Contractor agrees to

execute such agreements. Failure to comply with this DATA REQUIREMENTS provision will be a material breach

of the Contract.

13. DEFAULT AND PERFORMANCE BOND: If, through any cause, Contractor shall fail to fulfill in timely and proper

manner the obligations under this agreement, the State shall have the right to terminate this contract by giving written

notice to Contractor and specifying the effective date thereof. In case of default by Contractor for any reason, the

State may procure substitute- goods from other sources and hold Contractor responsible for any excess cost

occasioned thereby. The State reserves the right to require at any time a performance bond or other acceptable

alternative guarantees from a successful contractor without expense to the State.

In addition, in the event of default by Contractor under this Contract or upon Contractor filing a petition for bankruptcy

or the entering of a judgment of bankruptcy by or against Contractor, the State may immediately cease doing business

with Contractor, immediately terminate this Contract for cause, and take action to debar Contractor from doing future

business with the State.

14. GENERAL INDEMNITY: The Contractor shall hold and save the State, its officers, agents, and employees, harmless

from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or corporation

furnishing or supplying work, services, materials, or supplies in connection with the performance of this 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 Contractor in the performance of this Contract and that are attributable to the negligence or intentionally

tortious acts of Contractor. The Contractor represents and warrants that it shall make no claim of any kind or nature

against the State’s agents who are involved in the delivery or processing of Contractor goods to the State. The

representation and warranty in the preceding sentence shall survive the termination or expiration of this Contract.

Notwithstanding the foregoing, Contractor will have no obligation under this GENERAL INDEMNITY SECTION or

otherwise if the claim or loss results from the State’s failure to perform its obligations under this Contract. To the

extent that Contractor is only partially responsible for a third party’s claims or losses, Contractor’s obligation to

indemnify, defend, and hold harmless the State shall be reduced to the extent of Contractor’s responsibility.

Vendor: _____________________________________

of 46

15. GOVERNING LAWS AND SITUS: This Contract is made under and shall be governed, construed and enforced in

accordance with the laws of the State of North Carolina, without regard to its conflict of laws rules. The place of this

Contract, its situs and forum, shall be North Carolina, where all matters, whether sounding in Contract or tort, relating

to its validity, construction, interpretation and enforcement shall be determined.

16. GOVERNMENTAL RESTRICTIONS: In the event any Governmental restrictions are imposed which necessitate

alteration of the material, quality, workmanship or performance of the items offered prior to their delivery, it shall be

the responsibility of Contractor to notify, in writing, the issuing purchasing office at once, 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.

17. INDEPENDENT CONTRACTORS: Contractor is an independent contractor and not an employee or agent of the

Department. Any employees of Contractor are not employees of or have any individual contractual relationship with

the Department. This Contract shall not operate as a joint venture, partnership, trust, agency, or any other similar

business relationship.

18. INSURANCE:

COVERAGE - During the term of the Contract, Contractor 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, Contractor shall provide and maintain the following coverage and limits:

a) Worker’s Compensation - The Contractor 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 Contractor’s employees who are engaged in any work under the Contract. If any work is sublet,

Contractor shall require the subcontractor to provide the same coverage for any of his employees engaged in any

work under the Contract.

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 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.

d) Medical Malpractice - Provide and maintain, though an insurance company or through a self-funded program of insurance, professional liability insurance for itself and all licensed clinical staff performing activities under the contract with limits of at least $1,000,000 per occurrence or $3,000,000 in the aggregate.

REQUIREMENTS - Providing and maintaining adequate insurance coverage is a material obligation of Contractor

and is of the essence of this Contract. All such insurance shall meet all laws of the State of North Carolina. Such

insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are

authorized by the Commissioner of Insurance to do business in North Carolina. The Contractor shall at all times

comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance

policies, except as they may conflict with existing North Carolina laws or this Contract. The limits of coverage under

each insurance policy maintained by Contractor shall not be interpreted as limiting Contractor’s liability and

obligations under the Contract.

19. INTELLECTUAL PROPERTY INDEMNITY: Contractor 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 unpatented invention, articles, device or appliance delivered

in connection with this contract.

20. KEY PERSONNEL: Contractor shall not substitute key personnel assigned to the performance of a Contract awarded

under this RFP without prior written approval of the Department. Contractor shall notify the Department of any desired

substitution, including the name(s) and references of Contractor’s recommended substitute personnel. The

Department will approve or disapprove the requested substitution in a timely manner. The Department may, in its

Vendor: _____________________________________

of 46

sole discretion, direct the termination of any person providing services under this Contract. Upon such termination,

the Department may request acceptable substitute personnel or terminate the contract services provided by such

personnel.

21. LIABILITY: The Parties believe and intend that each Party’s respective officers and agents in the performance of

activities under this contract shall constitute “emergency management workers” as defined in N.C. Gen. Stat. § 160A-

19.60(e) and N.C. Exec. Order No. 130(3)(C) (April 08, 2020) and further that Contractor and its officers and agents

in the performance of activities under this contract shall constitute a “health care facility” and “health care provider[s]”

as defined in N.C. Gen. Stat. § 90-21.132, and further that each party and its respective officers and agents in the

performance of activities under this contract shall constitute “covered persons” acting in the deployment of “covered

countermeasures” as defined in 42 U.S.C. § 247d-6d and 85 Fed. Reg. 15200 (Mar. 17, 2020), although no guarantee

or warrant is made with respect to the foregoing, and each Party keeps its own counsel with respect to potential

liabilities arising from activities performed under the Contract.

22. MEDIA CONTACT APPROVAL AND DISCLOSURE: Contractor shall not use the name or seal of the North Carolina

Department of Health and Human Services or the State of North Carolina in any media release or public

announcement or disclosure relating to the terms of this Contract without prior written approval of the Department.

Contractor shall not provide any information to the media without first receiving written approval from the Department.

In the event Contractor is contacted by the media for information related to the terms of this Contract or a recipient

of services under the Contract, Contractor shall make immediate contact with the Department when the contact

occurs. Contractor must submit any information related to such media release or public disclosure to the Department

for review and approval at least seven (7) business days in advance of intended disclosure. The Department may, at

its sole discretion, object to its publication or require changes to the information intended for public release. The

requirements of this Section shall not apply to any information Contractor is required by law to disclose.

23. NON-DISCRIMINATION:

a. The Contractor will take necessary action to comply 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.

b. The offeror will take necessary action to ensure its internal employee policies and procedures are consistent with

Executive Order #82 (Roy Cooper, December 6, 2018), which extends workplace protections and

accommodations to pregnant employees.

21. NOTICES: Unless otherwise stated herein, all notices, as required or permitted under this Contract will be sent in

writing by commercial courier (e.g. FedEx, UPS, DHL) or personally delivered to the individual identified in the

CONTRACT ADMINISTRATOR ATTACHMENT to this Contract.

22. PAYMENT TERMS:

a. Contractor will submit invoices on a monthly basis for work performed during the prior month. In the event

the invoice is not correct, and the Department requires changes, the payment terms are net not later than

thirty (30) days after receipt of the correct invoice

b. Payment terms are Net not later than 30 days after receipt of correct invoice or acceptance of goods,

whichever is later.

c. Invoices shall include sufficiently detailed line item information to allow Department to verify the services

performed and their respective fees.

d. Invoices should be submitted to Jennifer Street, Division of Budget and Analysis, NC Department of Health

and Human Services at [email protected] and [email protected].

e. The Department reserves the right to dispute an invoice after payment and may require Contractor to include

a credit on the subsequent month’s invoice for any disputed items that result in Contractor owing

reimbursement to the Department

22. PRIVACY AND SECURITY REQUIREMENTS: Contractor shall comply with the PRIVACY AND SECURITY

REQUIREMENTS ATTACHMENT to the extent applicable.


Vendor: _____________________________________

of 46

23. PUBLICATION: The Department agrees to allow Contractor to publish material associated with the terms of this

Contract provided Contractor receives prior written approval from the Department. Contractor shall submit for review

any presentation or publication that will be given to outside parties that contains data and information relating to the

terms of the Contract at least sixty (60) days in advance. Contractor shall not advertise or publish information for

commercial benefit concerning this Contract without the prior written approval of the Department. All publications

and presentations must include the following disclaimer: “The findings and conclusions in this [presentation or

publication] are those of the author(s) and do not necessarily represent the views of the North Carolina Department

of Health and Human Services.”

24. RECORD RETENTION: Records relating to performance under this Contract may not be destroyed, purged, or

disposed of except in accordance with applicable State and federal regulations. Records related to this Contract must

be retained for five (5) years following its expiration or termination. Any federal regulations that require a longer

retention period shall supersede and control. If any litigation, claim, audit, or other civil or criminal action (collectively,

“Actions’) related to performance under this Contract commences before the retention period has completed, all

records relevant to the Actions must be maintained until the Actions are resolved.

25. SEVERABILITY: If a court of competent authority holds that a provision or requirement of the Contract violates any

applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of law or

is not otherwise unenforceable and all other provisions and requirements of the Contract shall remain in full force and

effect.

26. SOVEREIGN IMMUNITY: Notwithstanding any other term or provision in this contract, nothing herein is intended nor

shall be interpreted as waiving any claim or defense based on the principle of sovereign immunity that otherwise

would be available to the State under applicable law.

27. SUBCONTRACTORS: Work performed under this Contract by Contractor will not be subcontracted without prior

written approval of the Department. Any approved subcontract shall be subject to all conditions of this Contract. The

Department is not obligated to pay for any work performed by an unapproved subcontractor. Contractor is

responsible for the performance of its subcontractors.

28. 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 Contractors if Contractor or its

affiliates meet one of the conditions of G.S. 105-164.8(b) and refuses to collect use tax on sales of tangible personal

property to purchasers in North Carolina. Conditions under G.S. 105-164.8(b) include: (1) Maintenance of a retail

establishment or office, (2) Presence of representatives in the State that solicit sales or transact business on behalf

of Contractor and (3) Systematic exploitation of the market by media-assisted, media-facilitated, or media-solicited

means. By execution of the quote document Contractor certifies that it and all of its affiliates, (if it has affiliates),

collect(s) the appropriate taxes.

b. All agencies participating in this Contract are exempt from Federal Taxes, such as excise and transportation.

Exemption forms submitted by Contractor 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.

29. TERMINATION: Department shall provide any notice of termination to Contractor’s Contract Administrator in

accordance with the CONTRACT ADMINISTRATORS attachment and NOTICES clause of the Contract.

a. Termination without Cause: The Department may terminate this Contract, in whole or in part, by giving thirty

(30) days prior notice in writing to Contractor. In the event the Contract is terminated for the convenience of the

Department, the Department will pay for all services in conformance with the Contract up to and including the

date of termination.

b. Termination for Cause: In the event any service furnished by Contractor during performance of this Contract

term fails to conform to any material requirement of this Contract, and the failure is not cured within a time period

specified by the Department, after providing written notice thereof to Contractor, the Department may terminate

the Contract. The rights and remedies of the Department provided above shall not be exclusive and are in addition

Vendor: _____________________________________

of 46

to any other rights and remedies provided by law or under the Contract. Contractor shall not be relieved of liability

to the Department for damages sustained by the Department arising from Contractor’s breach of the Contract;

and the Department may, in its discretion, withhold any payment due as a setoff until the damages are finally

determined or as agreed by the Parties.

29. TIME IS OF THE ESSENCE: Time is of the essence in the performance of this Contract and all provisions that specify

a time for performance.

30. TITLES AND HEADINGS: Titles and headings in this Contract, are for convenience only and shall have no binding

force of effect.

31. WAIVER: The failure to enforce or the waiver by the State of any right or of breach or default on one occasion or

instance shall not constitute the waiver of such right, breach or default on any subsequent occasion or instance.


Vendor: _____________________________________

of 46

ATTACHMENT D: LOCATION OF WORKERS UTILIZED BY OFFEROR

In accordance with NC General Statute 143-59.4, Contractor 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 Department will evaluate the additional risks, costs, and other factors associated with such utilization prior to executing the Contract. Complete items a, b, and c below.

If yes, list the location(s) outside the United States where work under this Contract will be performed by Contractor.

c) Identify all U.S. locations at which performance will occur:

a) Will any work under this Contract be performed outside the United States? YES NO

b) Contractor agrees to provide notice, in writing to the Department, of the relocation of

Contractor will performing the services under the Contract outside of the United States.

YES NO

NOTE: All Contractor or subcontractor personnel providing call or contact center services to the State of North Carolina under the Contract shall disclose to inbound callers the location from which the call or contact center services are being provided

Vendor: _____________________________________

of 46

ATTACHMENT E: CERTIFICATION OF FINANCIAL CONDITION

The undersigned hereby certifies that: [check all applicable boxes]

The Offeror is in sound financial condition and, if applicable, has received an unqualified audit opinion for the latest

audit of its financial statements.

Date of latest audit: __________________________

The Offeror has no outstanding liabilities, including tax and judgment liens, to the Internal Revenue Service or any

other government entity.

The Offeror is current in all amounts due for payments of federal and state taxes and required employment-related

contributions and withholdings.

The Offeror is not the subject of any current litigation or findings of noncompliance under federal or state law.

The Offeror has not been the subject of any past or current litigation, findings in any past litigation, or findings of

noncompliance under federal or state law that may impact in any way its ability to fulfill the requirements of this

Contract.

He or she is authorized to make the foregoing statements on behalf of the Offeror.

Note: This is a continuing certification and Offeror shall notify the Contract Lead within 15 days of any material change

to any of the representations made herein.

— If any one or more of the foregoing boxes is NOT checked, Offeror shall explain the reason in the space below:

______________________________________________________________________________

Signature Date

______________________________________________________________________________

Printed Name Title

[This Certification must be signed by an individual authorized to speak for the Offeror]

Vendor: _____________________________________

of 46

ATTACHMENT F: FEDERAL CERTIFICATIONS

FEDERAL CERTIFICATIONS

The undersigned states that:

(a) He or she is the duly authorized representative of Contractor named below;

(b) He or she is authorized to make, and does hereby make, the following certifications on behalf of Contractor, as set out

herein:

a. The Certification Regarding Nondiscrimination;

b. The Certification Regarding Drug-Free Workplace Requirements;

c. The Certification Regarding Environmental Tobacco Smoke;

d. The Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered

Transactions; and

e. The Certification Regarding Lobbying.

(c) He or she has completed the Certification Regarding Drug-Free Workplace Requirements by providing the addresses at

which the contract work will be performed;

(d) [Check the applicable statement]

[ ] He or she has completed the attached Disclosure Of Lobbying Activities because Contractor has made, or has an agreement to make, a payment to a lobbying entity for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action;

OR

[ ] He or she has not completed the attached Disclosure Of Lobbying Activities because Contractor has not made, and has no agreement to make, any payment to any lobbying entity for influencing or attempting to influence any officer or employee of any agency, any Member of Congress, any officer or employee of Congress, or any employee of a Member of Congress in connection with a covered Federal action.

(e) Contractor shall require its subcontractors, if any, to make the same certifications and disclosure.

_______________________________________________________

Signature Title

_______________________________________________________

Contractor Name Date

[This Certification Must be Signed by the Same Individual Who Signed the Contract Execution Page]

Vendor: _____________________________________

of 46

I. Certification Regarding Nondiscrimination

Contractor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement.

II. Certification Regarding Drug-Free Workplace Requirements

1. Contractor certifies that it will provide a drug-free workplace by:

a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in Contractor’s workplace and specifying the actions that will be taken against employees for violation of such prohibition;

b. Establishing a drug-free awareness program to inform employees about:

i. The dangers of drug abuse in the workplace;

ii. Contractor’s policy of maintaining a drug-free workplace;

iii. Any available drug counseling, rehabilitation, and employee assistance programs; and

iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

c. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of

the statement required by paragraph (a);

d. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the

agreement, the employee will:

i. Abide by the terms of the statement; and

ii. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later

than five days after such conviction;

e. Notifying the Department within ten days after receiving notice under subparagraph (d)(ii) from an employee or

otherwise receiving actual notice of such conviction;

f. Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(ii), with respect to

any employee who is so convicted:

i. Taking appropriate personnel action against such an employee, up to and including termination; or

ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program

approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;

and

g. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs

(a), (b), (c), (d), (e), and (f).

2. The sites for the performance of work done in connection with the specific agreement are listed below (list all sites; add

additional pages if necessary):

Vendor: _____________________________________

of 46

Address:

3. Contractor will inform the Department of any additional sites for performance of work under this agreement.

4. False certification or violation of the certification may be grounds for suspension of payment, suspension or termination

of grants, or government-wide Federal suspension or debarment. 45 C.F.R. 82.510.

III. Certification Regarding Environmental Tobacco Smoke

Public Law 103-227, Part C-Environmental Tobacco Smoke, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, education, or library services to children under the age of 18, if the services are funded by Federal programs either directly or through State or local governments, by Federal grant, contract, loan, or loan guarantee. The law does not apply to children's services provided in private residences, facilities funded solely by Medicare or Medicaid funds, and portions of facilities used for inpatient drug or alcohol treatment. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000.00 per day and/or the imposition of an administrative compliance order on the responsible entity.

Contractor certifies that it will comply with the requirements of the Act. Contractor further agrees that it will require the language of this certification be included in any subawards that contain provisions for children's services and that all subgrantees shall certify accordingly.

IV. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier

Covered Transactions

Instructions

[The phrase "prospective lower tier participant" means Contractor.]

1. By signing and submitting this document, the prospective lower tier participant is providing the certification set out

below.

2. The certification in this clause is a material representation of the fact upon which reliance was placed when this

transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an

erroneous certification, in addition to other remedies available to the Federal Government, the department or agency

with which this transaction originate may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant will provide immediate written notice to the State’s Contract Administrator if at

any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become

erroneous by reason of changed circumstances.

4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant,"

"person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have

the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549, 45 CFR Part

76. You may contact the State’s Contract Administrator for assistance in obtaining a copy of those regulations.

Vendor: _____________________________________

of 46

5. The prospective lower tier participant agrees by signing the Contract that, should the proposed covered transaction be

entered into, it shall not knowingly enter any lower tier covered transaction with a person who is debarred, suspended,

determined ineligible or voluntarily excluded from participation in this covered transaction unless authorized by the

department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this document that it will include the clause titled

"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transaction,"

without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered

transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from covered transaction, unless it

knows that the certification is erroneous. A participant may decide the method and frequency by which it determines

the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render

in good faith the certification required by this clause. The knowledge and information of a participant is not required to

exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized in paragraph 5 of these instructions, if a participant in a covered transaction

knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or

voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal

Government, the department or agency with which this transaction originated may pursue available remedies, including

suspension, and/or debarment.

Certification

1. The prospective lower tier participant certifies, by submission of this document, that neither it nor its principals is

presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation

in this transaction by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such

prospective participant shall attach an explanation to this document.

V. Certification Regarding Lobbying

Contractor certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for

influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or

employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal

contract, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative

agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or

attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of

Congress, or an employee of a Member of Congress in connection with this Federally funded contract, grant, loan, or

cooperative agreement, the undersigned shall complete and submit Standard Form SF-LLL, "Disclosure of Lobbying

Activities," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award document for subawards

at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) who

receive federal funds of $100,000.00 or more and that all subrecipients shall certify and disclose accordingly.

4. This certification is a material representation of fact upon which reliance was placed when this transaction was made

or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by

Vendor: _____________________________________

of 46

Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty

of not less than $10,000.00 and not more than $100,000.00 for each such failure.

VI. Disclosure of Lobbying Activities

Instructions

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the

outcome of a covered Federal action.

2. Identify the status of the covered Federal action.

3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the

information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last

previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known.

Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or sub-award

recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include

but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in Item 4 checks "Subawardee", then enter the full name, address, city, state and zip

code of the prime Federal recipient. Include Congressional District, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level

below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (Item 1). If known, enter the full Catalog

of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.

8. Enter the most appropriate Federal Identifying number available for the Federal action identified in Item 1 (e.g., Request

for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant, or loan

award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-

DE-90-001."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the

Federal amount of the award/loan commitment for the prime entity identified in Item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified

in Item 4 to influence the covered Federal action.

(b) Enter the full names of the individual(s) performing services and include full address if different from 10(a). Enter Last Name, First Name and Middle Initial (MI).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the

lobbying entity (Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all

boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be

made.

Vendor: _____________________________________

of 46

12. Check the appropriate boxes. Check all boxes that apply. If payment is made through an in-kind contribution, specify

the nature and value of the in-kind payment.

13. Check the appropriate boxes. Check all boxes that apply. If other, specify nature.

14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to

perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in

actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s),

employee(s), or Member(s) of Congress that were contacted.

15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached.

16. The certifying official shall sign and date the form, print his/her name, title, and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D. C. 20503

Vendor: _____________________________________

of 46

Disclosure of Lobbying Activities

(Approved by OMB 0344-0046)

Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352

1. Type of Federal Action:

a. contract

b. grant

c. cooperative agreement

d. loan

e. loan guarantee

f. loan insurance

2. Status of Federal Action:

a. Bid/offer/application

b. Initial Award

c. Post-Award

3. Report Type:

a. initial filing

b. material change

For Material Change Only:

Year___________ Quarter____________

Date Of Last Report:_________________

4. Name and Address of Reporting Entity:

Prime

Subawardee Tier (if known) __________________

Congressional District (if known) _________________________

5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime:

Congressional District (if known) ________________________

6. Federal Department/Agency:

7. Federal Program Name/Description:

CFDA Number (if applicable) ________________________

8. Federal Action Number (if known)

9. Award Amount (if known) $

10. a. Name and Address of Lobbying Entity (if individual, last name, first name, MI):

(attach Continuation Sheet(s) SF-LLL-A, if necessary)

b. Individuals Performing Services (including address if different from No. 10a.) (last name, first name, MI):

(attach Continuation Sheet(s) SF-LLL-A, if necessary)

Vendor: _____________________________________

of 46

11. Amount of Payment (check all that apply):

$ € actual € planned

13. Type of Payment (check all that apply):

a. retainer

b. one-time fee

c. commission

d. contingent fee

e. deferred

f. other; specify: _____________________________

12. Form of Payment (check all that apply):

a. cash

b. In-kind; specify: Nature

Value

14. Brief Description of Services Performed or to be Performed and Date(s) of Services, including officer(s), employee(s), or Member(s) contacted, for Payment Indicated in Item 11(attach Continuation Sheet(s) SF-LLL-A, if necessary):

15. Continuation Sheet(s) SF-LLL-A attached: Yes No

16. Information requested through this form is authorized by title 31 U. S. C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U. S. C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature:

Print Name:

Title: ______________________________________________

Telephone No: Date:

Federal Use Only Authorized for Local Reproduction

Standard Form - LLL

Vendor: _____________________________________

of 46

ATTACHMENT G: STATE CERTIFICATIONS

State Certifications Contractor Certifications Required by North Carolina Law

Instructions: The person who signs this document should read the text of the statutes and Executive Order listed below and consult with counsel and

other knowledgeable persons before signing. The text of each North Carolina General Statutes and of the Executive Order can be found online:

Article 2 of Chapter 64: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_64/Article_2.pdf

G.S. 133-32: http://www.ncga.state.nc.us/gascripts/statutes/statutelookup.pl?statute=133-32

Executive Order No. 24 (Perdue, Gov., Oct. 1, 2009): http://www.ethicscommission.nc.gov/library/pdfs/Laws/EO24.pdf

G.S. 105-164.8(b): http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_105/GS_105-164.8.pdf

G.S. 143-48.5: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143-48.5.html

G.S. 143-59.1: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143-59.1.pdf

G.S. 143-59.2: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143-59.2.pdf

G.S. 143-133.3: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143-133.3.html

G.S. 143B-139.6C: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143B/GS_143B-139.6C.pdf

Certifications

(1) Pursuant to G.S. 133-32 and Executive Order No. 24 (Perdue, Gov., Oct. 1, 2009), the undersigned hereby certifies that the Contractor named below is in compliance with, and has not violated, the provisions of either said statute or Executive Order.

(2) Pursuant to G.S. 143-48.5 and G.S. 143-133.3, the undersigned hereby certifies that the Contractor named below, and the Contractor’s subcontractors, 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." E-Verify System Link: www.uscis.gov

(3) Pursuant to G.S. 143-59.1(b), the undersigned hereby certifies that the Contractor named below is not an “ineligible Contractor” as set forth in G.S. 143-59.1(a) because:

(a) Neither the Contractor nor any of its affiliates has refused to collect the use tax levied under Article 5 of Chapter 105 of the General Statutes on its sales delivered to North Carolina when the sales met one or more of the conditions of G.S. 105-164.8(b); and

(b) [check one of the following boxes]

☐ Neither the Contractor nor any of its affiliates has incorporated or reincorporated in a “tax haven country” as set forth in G.S. 143-

59.1(c)(2) after December 31, 2001; or

☐ The Contractor or one of its affiliates has incorporated or reincorporated in a “tax haven country” as set forth in G.S. 143-59.1(c)(2)

after December 31, 2001 but the United States is not the principal market for the public trading of the stock of the corporation incorporated in the tax haven country.

(4) Pursuant to G.S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor’s officers, directors, or owners (if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter 78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years immediately prior to the date of the bid solicitation.

(5) Pursuant to G.S. 143B-139.6C, the undersigned hereby certifies that the Contractor will not use a former employee, as defined by G.S. 143B-139.6C(d)(2), of the North Carolina Department of Health and Human Services in the administration of a contract with the Department in violation of G.S. 143B-139.6C and that a violation of that statute shall void the Agreement.

(6) The undersigned hereby certifies further that: 1. He or she is a duly authorized representative of the Contractor named below; 2. He or she is authorized to make, and does hereby make, the foregoing certifications on behalf of the Contractor; and 3. He or she understands that any person who knowingly submits a false certification in response to the requirements of G.S. 143-59.1and -

59.2 shall be guilty of a Class I felony.

Contractor’s Name:

Contractor’s Authorized Agent: Signature Date

Printed Name Title

Witness: Signature Date

Printed Name Title

The witness should be present when the Contractor’s Authorized Agent signs this certification and should sign and date this document immediately thereafter.

http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_64/Article_2.pdf

http://www.ncga.state.nc.us/gascripts/statutes/statutelookup.pl?statute=133-32

http://www.ethicscommission.nc.gov/library/pdfs/Laws/EO24.pdf

http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_105/GS_105-164.8.pdf

http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143-48.5.html



http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143-133.3.html

http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143B/GS_143B-139.6C.pdf

http://www.uscis.gov/

Vendor: _____________________________________

of 46

ATTACHMENT H: FEDERAL TERMS AND CONDITIONS – COVID-19

1. FEDERAL FUNDS PROVISIONS: Contractor shall comply with the applicable Federal terms and conditions, as required by the CARES Act and contained in this Attachment. The Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed by Congress and signed into law by President Trump on March 27th, 2020. This over $2 trillion economic relief package delivers on the Trump Administration’s commitment to protecting the American people from the public health and economic impacts of COVID-19.

A. [RESERVED]

B. Contractor shall comply with all Federal Funds Provisions requirements (below) and not discriminate against

any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender

identity, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and

that employees are treated during employment without regard to their race, color, religion, sex, sexual

orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

C. Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination;

rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor

agrees to post in conspicuous places, available to employees and applicants for employment, notices to be

provided setting forth the provisions of this nondiscrimination clause.

D. Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor,

state that all qualified applicants will receive consideration for employment without regard to race, color,

religion, sex, sexual orientation, gender identity, or national origin:

E. Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Contractor's legal duty to furnish information.

F. Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

G. Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

H. Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and shall permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

I. In the event of Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and Contractor may be declared ineligible for further Government contracts or federally assisted construction Contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

J. Contractor shall include the portion of the sentence immediately preceding paragraph (a) and the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Contractor will take

Vendor: _____________________________________

of 46

such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor (or herein “applicant,” as applicable in context within these Federal Funds Provisions) becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, Contractor may request the United States to enter into such litigation to protect the interests of the United States.

K. Contractor further agrees that it shall be bound by the above equal opportunity clause with respect to its

own employment practices when it participates in federally assisted construction work: Provided, that if

Contractor so participating is a State or local government, the above equal opportunity clause is not

applicable to any agency, instrumentality or subdivision of such government which does not participate in

work on or under the Contract.

L. Contractor agrees that it shall assist and cooperate actively with the administering agency and the Secretary

of Labor in obtaining the compliance of Vendors and subcontractors with the equal opportunity clause and

the rules, regulations, and relevant orders of the Secretary of Labor, that it shall furnish the administering

agency and the Secretary of Labor such information as they may require for the supervision of such

compliance, and that it shall otherwise assist the administering agency in the discharge of the agency's

primary responsibility for securing compliance.

M. Contractor further agrees that it shall refrain from entering into any contract or contract modification subject

to Executive Order 11246 of September 24, 1965, with a vendor debarred from, or who has not

demonstrated eligibility for, Government Contracts and federally assisted construction contracts pursuant to

the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity

clause as may be imposed upon Vendors and subcontractors by the administering agency or the Secretary

of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, Contractor agrees that if it fails

or refuses to comply with these undertakings, the administering agency may take any or all of the following

actions: Cancel, terminate, or suspend in whole or in part any relevant grant (contract, loan, insurance,

guarantee); refrain from extending any further assistance to Contractor under the program with respect to

which the failure or refund occurred until satisfactory assurance of future compliance has been received

from such Vendor; and refer the case to the Department of Justice for appropriate legal proceedings.

2. ADDITIONAL FEDERAL FUNDS PROVISIONS

A. In addition to the above, where federal funds are utilized in connection with this procurement, and to the

extent applicable and absent stricter or controlling State provisions, the following federal provisions may

apply consistent with Uniform Guidance in 2 C.F.R. § 200.326 and 2 C.F.R. Part 200 and its Appendix II.

Relevant federal authorities may require additional provisions depending on the scope and context of the

Contract. Failure or unwillingness of Contractor to continually meet any of these requirements, as applicable,

may result in Contract termination.

B. Program Monitoring. Contractor agrees to assist and cooperate with the Federal grantor or funding agency

and the relevant Purchasing Agency or their duly designated representatives in the monitoring of the project

or projects to which this Contract relates, and to provide in form and manner approved by the Purchasing

Agency such monitoring reports, progress reports, and the like as may be required and to provide such

reports at the times specified.

C. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).

1. Overtime requirements. No contractor or subcontractor contracting for any part of the Contract work

which may require or involve the employment of laborers or mechanics shall require or permit any such

laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of

forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less

than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such

workweek.

2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set

forth in 29 C.F.R. §5.5(b)(1) Contractor and any subcontractor responsible therefor shall be liable for

Vendor: _____________________________________

of 46

the unpaid wages. In addition, such vendor and subcontractor shall be liable to the United States (in the

case of work done under contract for the District of Columbia or a territory, to such District or to such

territory), for liquidated damages. Such liquidated damages shall be computed with respect to each

individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set

forth in 29 C.F.R. §5.5(b)(1), in the sum of $26 for each day on which such individual was required or

permitted to work in excess of the standard workweek of forty hours without payment of the overtime

wages required by the clause set forth in 29 C.F.R. §5.5(b)(1).

3. Withholding for unpaid wages and liquidated damages. The Purchasing Agency shall upon its own

action or upon written request of an authorized representative of the Department of Labor withhold or

cause to be withheld, from any moneys payable on account of work performed by Contractor or

subcontractor under any such contract or any other Federal contract with the same prime Vendor, or

any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,

which is held by the same prime Vendor, such sums as may be determined to be necessary to satisfy

any liabilities of such vendor or subcontractor for unpaid wages and liquidated damages as provided in

the clause set forth in 29 C.F.R. §5.5(b)(2).

4. Subcontracts. Contractor or subcontractor shall insert in any subcontracts the clauses set forth in

paragraph (b)(1) through (4) of 29 C.F.R. §5.5 and also a clause requiring the subcontractors to include

these clauses in any lower tier subcontracts. The prime vendor shall be responsible for compliance by

any subcontractor or lower tier subcontractor with the clauses set forth in 29 C.F.R. §5.5(b)(2) through

(4).

D. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT.

1. Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to

the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. Contractor agrees to report each violation to the Purchasing Agency and understands and agrees that

the Purchasing Agency will, in turn, report each violation as required to assure notification to the

Federal Emergency Management Agency, and the appropriate Environmental Protection Agency

Regional Office.

3. Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in

whole or in part with Federal assistance.

4. Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to

the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq

5. Contractor agrees to report each violation to the Purchasing Agency and understands and agrees that

the Purchasing Agency will, in turn, report each violation as required to assure notification to the

federal agency providing funds hereunder, and the appropriate Environmental Protection Agency

Regional Office

6. Contractor agrees that these requirements will be included in each subcontract exceeding $150,000

financed in whole or in part with Federal assistance.

E. Debarment and Suspension.

1. This Contract, if federal funding is used, is a covered transaction for purposes of 2 C.F.R. pt. 180 and

2 C.F.R. pt. 3000. As such, Contractor is required to verify that none of Contractor’s principals (defined

at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R.

§ 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

2. Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must

include a requirement to comply with these regulations in any lower tier covered transaction it enters

into.

3. This certification is a material representation of fact relied upon by a federal agency providing federal

funds herein and the Purchasing Agency. If it is later determined that Contractor did not comply with

2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to

federal agency providing federal funds herein and the Purchasing Agency, the Federal Government

Vendor: _____________________________________

of 46

may pursue available remedies, including but not limited to suspension and/or debarment.

4. Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.

3000, subpart C while this offer is valid and throughout the period of the Contract resulting from a

relevant solicitation herein. Contractor further agrees to include a provision requiring such compliance

in its lower tier covered transactions.

F. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) (as Amended).

To the extent applicable, Contractors that apply or bid for an award of $100,000 or more shall file the required

certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds

to pay any person or organization for influencing or attempting to influence an officer or employee of any

agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress

in connection with obtaining any Federal Contract, grant, or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with

obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn

will forward the certification(s) to the awarding agency. Required Certification. If applicable, Vendors must

sign and submit to the Purchasing Agency the certification.

G. Procurement of Recovered Materials.

1. Unless specified otherwise in the Contract, in the performance of this Contract, Contractor shall make

maximum use of products containing recovered materials that are EPA-designated items unless the

product cannot be acquired:

a. Competitively within a timeframe providing for compliance with the Contract performance

schedule;

b. Meeting Contract performance requirements; or

c. At a reasonable price.

2. Information about this requirement, along with the list of EPA designated items, is available at EPA’s

Comprehensive Procurement Guidelines web site: https://www.epa.gov/smm/comprehensive-

procurement-guideline-cpg-program .

3. Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid

Waste Disposal Act.”

H. Access to Records. In addition to the ACCESS TO PERSONS AND RECORDS term in the Contract, the

following access to records requirements apply:

1. Contractor agrees to provide the Purchasing Agency, the Administrator of the federal agency providing

funds hereunder, the Comptroller General of the United States, or any of their authorized

representatives access to any books, documents, papers, and records of Contractor which are directly

pertinent to this Contract for the purposes of making audits, examinations, excerpts, and transcriptions.

2. Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to

copy excerpts and transcriptions as reasonably needed.

3. Contractor agrees to provide the Administrator of the federal agency providing funds hereunder or his

authorized representative access to construction or other work sites pertaining to the work being

completed under the Contract.

4. In compliance with the Disaster Recovery Act of 2018, the Purchasing Agency and Contractor

acknowledge and agree that no language in this Contract is intended to prohibit audits or internal

reviews by the Administrator of the federal agency providing funds hereunder or the Comptroller

General of the United States.

I. Modifications to Contract. Modifications to the Contract, in accordance with the AMENDMENTS term,

approval and signature by any federal official may also be required.

J. Energy Efficiency. All participants in the projects funded hereby shall recognize mandatory standards and

policies relating to energy efficiency, which are contained in the state energy conservation plan issued in

https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program

https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program

Vendor: _____________________________________

of 46

compliance with the Energy Policy and Conservation Act (PL 94-163).

K. Program Fraud and False or Fraudulent Statements or Related Acts. Contractor acknowledges that 31

U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to its actions

pertaining to the Contract

L. No Obligation by Federal Government. The Federal Government is not a party to this Contract and is not

subject to any obligations or liabilities to the non-Federal entity, Contractor, or any other party pertaining to

any matter resulting from the Contract.

M. Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that

federal financial assistance will be used to fund all or a portion of the Contract. Contractor will comply with

all applicable Federal law, regulations, executive orders, the policies of the federal agency(ies) providing

funding, procedures, and directives.

N. Federal Seals, Logos, and Flags. In addition to the ADVERTISING term of the Contract, Contractor shall

not use the seal(s), logos, crests, or reproductions of flags of a federal agency providing funding herein, or

likenesses of federal agency officials without specific pre-approval of the relevant federal agency.

O. System for Awards Management. Contractor shall be responsible to ensure that it has checked the federal

System for Awards Management (SAM) https://www.sam.gov/portal/SAM and the State Debarred Vendors

Listing, http://www.pandc.nc.gov/actions.asp to verify that contractors or subrecipients have not been

suspended or debarred from doing business with federal or State government".

THE REST OF THE PAGE INTENTIONALLY LEFT BLANK.

https://www.sam.gov/portal/SAM

http://www.pandc.nc.gov/actions.asp

Vendor: _____________________________________

of 46

ATTACHMENT I: PRIVACY AND SECURITY REQUIREMENTS

A. Compliance with Applicable Laws:

The Contractor shall comply with all applicable laws, ordinances, codes, rules, regulations, licensing

requirements, electronic storage standards concerning privacy, data protection, confidentiality, and

security including those of federal, state where business services are provided for accessing, receiving,

or processing all confidential information.

B. NC State and Department of Health and Human Services Privacy and Security Requirements:

The Contractor shall implement internal data security measures, firewalls, and other security methods utilizing appropriate hardware and software necessary to monitor, maintain, and ensure data integrity in accordance with all applicable federal regulations, state regulations, DHHS privacy and security polices, and local laws. The Contractor will maintain all Privacy and security safeguards throughout the term of this agreement. In addition, the Contractor agrees to maintain compliance with the following: NC DHHS Privacy Manual and Security Manual, both located online at:

https://policies.ncdhhs.gov/departmental/policies-manuals/section-viii-privacy-and-security.

NC Statewide Information Security Manual, located online at: https://it.nc.gov/statewide-information-

security-policies.

C. Health Insurance Portability and Accountability Act (HIPAA) :

If the DHHS Division or Office determines that some or all the activities within the scope of this contract are subject to the Health Insurance Portability and Accountability Act of 1996, P.L. 104-91, as amended (HIPAA), or its implementing regulations, the Contractor agrees to comply with all HIPAA requirements and will execute such agreements and practices as the Division or Office may require ensuring compliance.

D. Confidentiality:

The Contractor shall protect the confidentiality of all information, data, instruments, documents, studies, or reports given to the Contractor under this agreement in accordance with the standards of the DHHS privacy and security policies, state regulations, and federal regulations including: the Privacy Rule at 45 C.F.R. Parts 160 and 164, subparts A and E , Security Standards at 45 C.F.R. Parts 160, 162 and 164, subparts A and C (“the Security Rule”), and the applicable provisions of the Health Information Technology for Economic and Clinical Health Act (HITECH). The Contractor shall not disclose or make information available to any individual or organization without the prior written consent of the DHHS Division or Office except permitted by this contract for performing its obligations. The Contractor acknowledges that in receiving, storing, and processing confidential information, it will implement necessary privacy and security measures to safeguard all information.

E. Encryption and Transmission:

The Contractor will implement strong encryption algorithm that meets industry encryption standard criteria

as defined by NIST and HIPAA Security Standards to encrypt all confidential information including

protected health information (PHI) and personally identifiable information (PII) while in transit to ensure

data confidentiality and security.

F. Data Security:

The Contractor shall implement internal data security measures, environmental safeguards, firewalls,

access controls, and other industry security best practices utilizing appropriate hardware and software

necessary to monitor, maintain, and ensure data integrity in accordance with all applicable federal

regulations, state regulations and DHHS privacy and security policies. In the event the Contractor obtains

written consent by a DHHS Division or Office to enter into a third-party agreement to whom the Contractor

provides confidential information, the Contractor shall ensure that such agreement contains provisions

reflecting obligations of data confidentiality and data security stringent as those set forth in the contract.

https://policies.ncdhhs.gov/departmental/policies-manuals/section-viii-privacy-and-security

https://it.nc.gov/statewide-information-security-policies

https://it.nc.gov/statewide-information-security-policies

Vendor: _____________________________________

of 46

G. Duty to Report:

In addition to any DHHS Privacy and Security Office (PSO) notification requirements in a Business Associate Agreement (BAA) with a DHHS Division or Office, the Contractor shall report all suspected and confirmed privacy/security incidents or privacy/security breaches involving unauthorized access, use, disclosure, modification, or data destruction to the DHHS Privacy and Security Office at https://www.ncdhhs.gov/about/administrative-divisions-offices/office-privacy-security within twenty-four (24) hours after the incident is first discovered. If the privacy or security incident involves Social Security Administration (SSA) data or Centers for Medicare and Medicaid Services (CMS) data, the contractor shall report the incident within one (1) hour after the breach is first discovered. At a minimum, such privacy and security incident report will contain to the extent known: the nature of the incident, specific information about the data compromised, the date the privacy or security incident occurred, the date the Contractor was notified, and the identity of affected or potentially affected individual(s). During the performance of this contract, the contractor is to notify the DHHS Privacy and Security Office of any contact by the federal Office for Civil Rights (OCR) received by the contractor. In addition, the Contractor will reasonably cooperate with DHHS Divisions and Offices to mitigate the damage or harm of such security incidents.

H. Cost Borne by Contractor:

If any applicable federal regulations, state regulations, local law, or rules requires the DHHS division/office or the contractor to give affected persons written notice of a privacy or security breach arising out of the contractor’s performance under this contract, the contractor shall bear the cost of the notice.

I. Continuous Monitoring:

1. The Contractor shall maintain compliance with the State Chief Information Officer’s (CIO) Continuous Monitoring Process mandate, requiring that Contractors hosting state-owned data outside of NC DIT’s infrastructure environment work with state agencies to implement a risk management program that continuously monitors risk through the performance of assessments, risk analysis, and data inventory.

2. To comply with this mandate, set forth in N.C.G.S § 143B-1376

http://www.ncleg.net/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_143B.html and based upon NIST 800-137, ““Information Security Continuous Monitoring (ISCM) for Federal Information Systems and Organizations”, the Contractor shall perform security/risk assessments on its information systems using the latest NIST 800-53 controls to assess its compliance with enterprise security standards as outlined below.

J. Security Assessment:

1. Contractors providing Infrastructure as a Service, Platform as a Service and/or Software as a Service for the state agency are required to obtain approval from the DHHS Privacy and Security Office to ensure their compliance with statewide security policies.

2. To obtain such approval, the Contractor shall annually provide both a written attestation to its compliance and an industry recognized, third party assessment report, such as the Federal Risk and Authorization Management Program (FedRAMP) certification, SOC 2 Type 2, and ISO 27001. State agencies will be required to review these security assessment reports, assess the risk of each vendor, ensure completion of all findings using a Corrective Action Plan (CAP), and provide an annual certification to the Contractor’s compliance to the State CIO.

3. DHHS Privacy & Security office may perform periodic independent security assessments of Contractor hosted applications on the public/private/hybrid cloud or On-Prem data centers. The Contractor must provide access to their applications' hosting environment and their key resources to DHHS designated resources and DHHS engaged vendors to perform a privacy & security risk assessment that includes vulnerability analysis, penetration testing, and risk analysis based on the latest NIST 800-53, Federal, State and DHHS requirements

K. Oversight:

http://www.ncleg.net/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_143B.html

Vendor: _____________________________________

of 46

1. Access to Persons and Records: Auditors shall have access to persons and records for all

contracts or grants entered by State agencies or political subdivisions in accordance with General

Statute 147-64.7. Additionally, as the State funding authority, the Department of Health and Human

Services shall have access to persons and records for all contracts or grants entered by State

agencies or political subdivision.

2. Record Retention: Records shall not be destroyed, purged, or disposed of without the express

written consent of the DHHS Division or Office. State basic records retention policy requires all grant

records to be retained for a minimum of five years or until all audit exceptions have been resolved,

whichever is longer. If the contract is subject to federal policy and regulations, record retention may

be longer than five years. Records must be retained for a period of three years following submission

of the final Federal Financial Status Report, if applicable, or three years following the submission of a

revised final Federal Financial Status Report. Also, if any litigation, claim, negotiation, audit,

disallowance action, or other action involving this Contract has been started before expiration of the

five-year retention period described above, the records must be retained until completion of the action

and resolution of all issues which arise from it, or until the end of the regular five-year period described

above, whichever is later. The record retention period for Temporary Assistance for Needy Families

(TANF) and MEDICAID and Medical Assistance grants and programs is a minimum of ten years. The

record retention period for the Health Insurance Portability and Accountability Act (HIPAA) is six years.

For the Internal Revenue Service (IRS) and the Social Security Administration (SSA), the record

retention period is seven years.

THE REST OF THE PAGE INTENTIONALLY LEFT BLANK.

Vendor: _____________________________________

of 46

ATTACHMENT J: CONTRACT ADMINISTRATORS

Contract Administrators means the persons to whom notices provided for in this Contract shall be given, and

to whom matters relating to the administration of this Contract shall be addressed. Either Party may change

its administrator or his/her address and telephone number by written notice to the other Party in accordance

with the NOTICES clause of the Contract.

FOR THE DEPARTMENT: Contract Administrator regarding contractual matters, including but not limited to

amendments, termination, allegations of breach, and audits shall be delivered in accordance with the

NOTICES clause of the Contract to:

Name & Title Donna M. Blyskal, Director, Office of Procurement, Contracts and Grants

Address 801 Ruggles Drive, Hoey Building, Raleigh, NC 27603

Telephone Number 919-218-3229

Email Address [email protected]

FOR VENDOR: Contract Administrator regarding contractual matters, including but not limited to

amendments, termination, allegations of breach, and audits shall be delivered in accordance with the

NOTICES clause of the Contract to:

Name & Title

Address

Telephone Number

Email Address


department of health and human services request for

Documents