BID# 5-97648026 HVAC Mechanical and Controls On-Call Services.pdf

Request For Quotes

BID NO.

TITLE:

PROCUREMENT

LEAD:

5-97648026

HVAC Mechanical and Controls On-Call Services

Jennifer West UCPS Purchasing Department facilitiesbids@ucps.k12.nc.us

Union County Public Schools seeks quotes for the above referenced project.

SCOPE OF WORK

Scope of work is described on Exhibit 1. Any applicable plans and specifications are referenced therein. INSTRUCTIONS

Instructions are as follows.

• BID SUBMITTAL

Bids will be received no later than: 3:00 pm., February 18, 2025 at the UCPS Facilities Department, 201 Venus Street, Monroe, NC 28112.

All bids must be sealed in an opaque envelope marked with the Bid Number and Project Name.

Refer to Bidder’s Checklist for documents required for bid submittal.

• PREBID MEETING

A Pre-Bid Meeting will not be held. Bidders are solely responsible for familiarizing him or herself to all aspects of this project. Visits to school locations are encouraged. If you would like to schedule a walk through for this project, please contact Karl Todd at 704-309-7639.

• TERM OF CONTRACT

The original contract after award is to run one (1) year beginning 2025. At the end of the contract year, UCPS shall have the option to extend the contract one (1) additional year. Price negotiation will be considered at the end of the first (1st) year.

• COMMUNICATIONS

During the bid process, all communication relating to this bid shall be directed to the Procurement Lead identified above. Failure to meet the requirement may consider your bid non-responsible.

All questions relating to this project shall be directed to the Procurement Lead identified above in the form of an email no later than February 14, 20252 by 3:00 PM. Answers will be provided to all bidders.

• CONTRACT FORM

Your attention is directed to terms and conditions identified within Attachment A which shall be deemed to be incorporated into any purchase order or contract. Especially note applicable insurance requirements and obligations to comply with all applicable laws and Union County Board of Education policies. Insurance certificates shall be provided upon request of UCPS Procurement Lead.

• AWARD

UCPS reserves the right to award this project in a method considered to be most advantageous. This includes the right to issue single award, multiple awards, or reject all bids. UCPS is not required to award a contract. UCPS reserves the right to waive any informality in bids. If a bidder wants to protest a contract awarded by the Union County Public Schools resulting from this solicitation, then they must submit a written request to the UCPS Purchasing and Contract Division, 201 Venus Street, Monroe NC

28112. This request must be received in the Division of Purchase and Contract within five (5) consecutive calendar days from the date of the contract award. Protest letters must contain specific reasons and any supporting documentation for the protest. Note: Contract award notices are sent only to those actually awarded contracts, and not to every person or firm responding to this solicitation.

BIDDERS CHECKLIST

Executed Cost Proposal Form Qualification Statement and Technical Resumes Certifications and Licenses

EXHIBIT 1

SCOPE OF WORK

PART 1- GENERAL

A. Union County Public Schools is soliciting bids from qualified contractors that specialize in commercial

Heating, Ventilation and Air Conditioning (HVAC) equipment for purpose of providing journeyman type services on an on-call basis.

B. Union County Public Schools is soliciting bids from qualified controls contractors that specialize in Building Energy Management Systems to include expertise in Vanguard, Niagara/AX, Tracer Summit on an on-call basis.

PART 2 - BACKGROUND AND INTENT- MECHANICAL ON-CALL SERVICES

Union County Public Schools (UCPS) is the 6th largest public school system in North Carolina. The UCPS Facilities Department Environmental Services oversees the HVAC equipment in all 53 schools.

From time to time, UCPS may need assistance to ensure all HVAC equipment is fully operational throughout the district. UCPS may reach out to the Contractor to diagnose problems, make minor repairs, or provide technical assistance.

Services will vary depending on the circumstances. The following list is to be used as an example and is not to be construed as an all-inclusive list. Type of Services may include the following:

1. Trouble-shoot & diagnose mechanical problems

2. Repair/Replace:

a. Actuators

b. Compressors

c. Fans

d. Motor

e. Piping

f. Pumps

g. Valves

3. Assistance

a. Replacement of Equipment (i.e., Packaged Units, Unit Ventilators, Exhaust Systems).

PART 3 - BACKGROUND AND INTENT- CONTROLS ASSISTANCE - ON-CALL SERVICES

From time to time, UCPS may need assistance to ensure all Building Automation Systems are fully operational throughout the district. UCPS may reach out to the Contractor to diagnose control problems, make minor repairs, or provide technical assistance. Services will vary depending on the circumstances.

PART 4- EXTENSIVE OR URGENT REPAIRS

A. Contract is for trouble-shooting, diagnosing problems, and perform minor repairs.

B. Contractor shall immediately notify the assigned UCPS Project Coordinator for direction if the repair is considered extensive or urgent.

i. Extensive repair is defined as a repair that exceeds $5,000.

ii. Urgent repair is defined as a safety hazard causing the equipment to be unusable until repaired.

C. Unit pricing provided within the bid document shall remain effective through the service agreement and therefore, be reflected within any quote provided to UCPS for extensive repairs.

D. Work is not to be performed by the Contractor until a purchase order is issued.

E. Contractor must be able to perform the repair within 24 hours of notice.

PART 5 - QUALIFICATIONS

A. Contractor must be certified and professionally trained to trouble-shoot, diagnose, and repair

(minor and extensive) HVAC equipment.

B. Contractor must have the following:

a. Company must have a minimum of fifteen (15) years of successful experience in successfully diagnosing and repair all types of Commercial HVAC Equipment including, but not limited to Hydronic Systems.

b. Technician must have a minimum of ten (10) years of experience in successfully diagnosing and repair all types of Commercial HVAC equipment.

c. Knowledge of all Code Requirements. Work is to be performed in accordance to all applicable laws, codes and regulations.

d. Have the necessary tools, equipment necessary to perform the work. Contractor shall comply with the Federal Clean Air act and EPA standards.

C. Contractor must not be listed on the state or federal debarment listing.

D. Contractor must maintain insurance.

E. References (if requested by UCPS) must be provided within 48 hours of request. References must include customers receiving the same type of services from your company within the past

5 years. Required information includes Company Name, Contact Person, Type of Service

Received, Service Dates, Contact Email Address and Phone Number.

F. Unsatisfactory service by Contractor is grounds for an immediate termination or cancellation of contract with no damages or expense to Union County Public Schools.

G. Contractor must be able to provide 24/7 call in service for after hours and/or weekends.

PART 6 - SAFETY

A. All representatives of Contractor shall be dressed in a uniform that clearly identifies the Technician and Company.

B. Contractor must have an employee safety program in place. The safety program shall be presented to UCPS upon request.

C. Contractor is responsible for complying with Jessica Lunsford Act.

D. All visits must begin in the office of the location(s) being serviced.

E. Debris from this project shall be properly disposed of offsite UCPS property on a daily basis.

PART 7 - SCHEDULE

A. Agreement is an on-call basis.

B. Purchase Order is required before Contractor may begin work.

C. Response Time within four (4) hours.

D. Minor Repairs must be completed within 72 hours.

E. Extensive or urgent repairs must be completed within 24 hours.

F. Contractor must notify the assigned UCPS Project Coordinator I work cannot be completed within this time frame due to circumstances that is beyond the control of the Contractor (i.e. availability of parts).

An update shall be provided to the assigned UCPS Project Coordinator every 48 hours until the project is complete

PART 8 - WARRANTY

A. All materials and workmanship for repairs shall be fully warranted and guaranteed for a minimum of one (1) year from date of completion and acceptance. All warranty work is to be performed within 24 hours at no additional cost to UCPS.

PART 9 - DEFINITIONS

Contractor: Company or organization providing a bid submittal.

Also referred to as Offeror and Bidder.

Owner: Union County Public Schools Also referred to as UCPS, UCBOE & Union County Board of Education Extensive Repair: Repairs that exceeds $5,000.

Urgent Repair: A safety hazard causing equipment to be unusable until repairs are made.

Response Time: Time to arrive onsite.

CCD: Consecutive Calendar Days required for completion from receipt of PO

Space Purposely Left Blank

COST PROPOSAL/ EXECUTION OF PROPOSAL

HVAC Mechanical On-Call Services BID NO. 5 - 9 7 6 4 8 0 2 6

By submitting this proposal, the potential contractor(s) certifies the proposal is signed by an authorized representative of the firm.

The cost and availability of all equipment, materials, and supplies associated with performing the services described herein have been determined and included in the proposed cost.

All labor costs, direct and indirect, have been determined and included in the proposed cost. Bid amounts shall be all-inclusive (including taxes).

The offeror is aware of prevailing conditions associated with performing these services.

The potential contractor has read and understands the conditions set forth in this bid and agrees to them with no exceptions.

Therefore, in compliance with this Request for Proposals, and subject to all conditions herein, the undersigned offers and agrees, if this proposal is accepted within 60 days from the date of the opening, to furnish the subject services for a cost not to exceed.

UNIT PRICING - MECHANICAL ON-CALL SERVICES

Services to include, but not limited to providing assistance, diagnostic, minor repairs, extensive repairs, urgent repairs for HVAC equipment:

$ Hourly Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit___ %

$ Call In/Overtime Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit ___%

Extensive and Urgent Repairs:

$ Hourly Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit___ % $ Call In/Overtime Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit___%

UNIT PRICING - CONTROLS ASSISTANCE FOR ON-CALL SERVICES

Services to include, but not limited to providing assistance, diagnostic, minor repairs, extensive repairs, urgent repairs for HVAC Controls equipment:

$ Hourly Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit___ % $ Overtime Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit___ %

Extensive and Urgent Repairs:

$ Hourly Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit___ % $ Overtime Rate ($0.67 per mile (or current state allowance, whichever is greater) Overhead & Profit___ %

ACKNOWLEDGE RECEIPT

Addendum 1: Addendum 2: Addendum 3: Addendum 4:

EXECUTION

Offeror: Federal Identification Number:

Street Address (including City, State, Zip Code): __________________________________________________ Telephone Number: Fax Email: _____________________________ Signature: Print Name: Date: _ _ _

Title: _____________________________________________________________________________

QUALIFICATION STATEMENT- HVAC ON-CALL MECHANICAL SERVICES

OFFEROR NAME: _____________________________________________________________

Certified and professional trained to inspect, preventatively and extensively repair all types of HVAC Equipment?

Carrier Yes No Comments:

Daikin Yes No Comments:

Trane Yes No Comments:

York Yes No Comments:

Other Yes No Comments:

Fifteen (15) years of experience successfully inspecting, repairing and maintaining HVAC Equipment of all types and sizes?

Yes No Actual Years of Experience: ________________________________

Certified Technician with a minimum of ten (10) years of experience?

Yes No Actual Years of Experience: __________________________________

Number of Certified Technicians on payroll: Number of Helpers on Payroll: ___ Certifications: Attach copies to bid submittal)

References performing the same type of work and size of work that was successfully completed within the past five years:

Company Name: ________________________________________

Contact Information: _____________________________________

Company Name: ________________________________________

Contact Information: ______________________________________

Company Name: _________________________________________

Contact Information: ______________________________________

QUALIFICATION STATEMENT- CONTROLS ASSISTANCE ON-CALL SERVICES

OFFEROR NAME: ____________________________________________________________

Certified and professional trained to inspect, preventatively and extensively repair all types of HVAC Controls Equipment?

Carrier Yes No Comments:

Daikin Yes No Comments:

Trane Yes No Comments:

York Yes No Comments:

Other Yes No Comments:

Fifteen (15) years of experience successfully inspecting, repairing and maintaining HVAC Controls Equipment of all types and sizes?

Yes No Actual Years of Experience: __________________

Certified Technician with a minimum often (10) years of experience?

Yes No Actual Years of Experience: ________________

Number of Certified Technicians on payroll: __Number of Helpers on Payroll: __ Certifications: __(Attach copies to bid submittal)

References performing the same type of work and size of work that was successfully completed within the past five years:

Company Name: ______________________________________________________

Contact Information: ____________________________________________________

Company Name: _______________________________________________________

Contact Information: ____________________________________________________

Company Name: ________________________________________________________

Contact Information: _____________________________________________________

Attachment A Standard Terms and Conditions I. Standard Terms and Conditions for All Contracts

1. Acceptance.

Contractor’s execution of this Contract and/or acknowledgment of the terms of any applicable purchase order (“Purchase Order”), without timely express written objection, or Contractor’s shipment or performance of any part of a Purchase Order, constitutes an agreement to (i) all terms and conditions set forth or referenced herein and on the face of a Purchase Order, (ii) on any attachments hereto, (iii) any applicable solicitation documentation related to hereto (including without limitation any request for proposals or invitation for bids or Contractor’s response thereto), and (iv) any other terms and conditions of a written agreement signed by Contractor and UCBOE that deals with the same subject matter (collectively, the “Contract Documents”). The terms and provisions set forth in the Contract Documents shall constitute the entire agreement between Contractor and UCBOE with respect to the purchase by UCBOE of the Services and/or Goods (the “Goods” and/or “Services,” as appropriate) provided or work performed as described in the Contract Documents. The agreements set forth in the Contract Documents are sometimes referred to herein as the “Contract.” In the event of any conflict between any terms and conditions of the Contract Documents, the terms and conditions most favorable to UCBOE shall control. A Purchase Order constitutes an offer by UCBOE and expressly limits acceptance to the terms and conditions stated therein. No additional or supplemental provision or provisions in variance herewith that may appear in Contractor's quotation, acknowledgment, invoice, or in any other communication from Contractor to UCBOE shall be deemed accepted by or binding on UCBOE. UCBOE hereby expressly rejects all such provisions which supplement, modify or otherwise vary from the terms of the Contract Documents, and such provisions are superseded by the terms and conditions stated in the Contract Documents, unless and until UCBOE’s authorized representatives expressly assent, in writing, to such provisions. Stenographic and clerical errors and omissions by UCBOE are subject to correction.

2. Quantities.

Shipments must equal exact amounts ordered unless otherwise agreed in writing by UCBOE.

The award of a term contract neither implies nor guarantees any minimum or maximum purchases.

3. Prices.

If Contractor's price or the regular market price of any of the Goods covered hereunder is lower than the price stated in the Contract Documents on the date of shipment of such Goods, Contractor agrees to give UCBOE the benefit of such lower price on any such Goods. In no event shall Contractor’s price be higher than the price last quoted or last charged to UCBOE unless otherwise agreed in writing. No charges for transportation, boxing, crating, etc. are allowable unless such charges are included in the Contract Documents.

4. Invoices.

It is understood and agreed that orders will be shipped at the established Contract prices in effect on dates orders are placed. Invoicing at variance with this provision may subject the Contract to cancellation. Applicable North Carolina sales tax shall be invoiced as a separate item.

Invoices shall be sent to UCBOE’s accounts payable department with a copy to UCBOE Project Coordinator.

5. Freight on Board.

All shipments of Goods are FOB destination unless otherwise stated in the Contract Documents.

6. Taxes.

Taxes are included in the Contract Price. Applicable taxes shall be invoiced as a separate item for UCBOE’s records.

7. Payment Terms.

Payment terms are Net 30 days after receipt of correct invoice or acceptance of Goods, whichever is later.

8. Condition and Packaging.

Unless otherwise provided by special terms and conditions or specifications, it is understood and agreed that any item offered or shipped has not been sold or used for any purpose and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or shipment.

9. Delays in Shipment.

Time and date of delivery are of the essence, except when delay is due to causes beyond Contractor's reasonable control and without Contractor’s fault or negligence.

10. Risk of Loss.

Contractor shall have the risk of loss of and damage to the Goods subject to the Contract Documents until such Goods are delivered to the destination and accepted by UCBOE or its nominee.

11. Rejection.

All Goods shall be received subject to UCBOE's inspection. Goods that are defective in workmanship or material or otherwise not in conformity with the requirements of the Contract Documents may be rejected and returned at Contractor's expense or may be accepted at a reduced price. UCBOE may require Contractor to promptly replace or correct any rejected Goods Services and, if Contractor fails to do so, UCBOE may contract with a third party to replace such Goods Services and charge Contractor the additional cost.

12. Warranties.

Contractor warrants that all Goods delivered hereunder will be free from defects in materials and workmanship and will conform strictly to the specifications, drawings, or samples specified or furnished. This warranty shall survive any inspection, delivery, acceptance or payment by UCBOE of the Goods and shall run to UCBOE and any user of the Goods. This express warranty is in addition to Contractor’s implied warranties of merchantability and fitness for a particular purpose which shall not be disclaimed. In addition to any other rights available at law or equity, UCBOE shall be entitled to all rights and remedies provided by the Uniform Commercial Code, Chapter 25 of the North Carolina General Statutes, for breach of express warranties and implied warranties of merchantability or fitness for a particular purpose, including but not limited to consequential and incidental damages.

13. Compliance with All Laws.

Contractor warrants that all performance hereunder shall be in accordance with all applicable federal, state and local laws, regulations and orders. The right of Contractor to proceed may be terminated immediately by written notice if UCBOE determines that Contractor, its agent or another representative, has violated any provision of law.

14. Use of Federal Funds.

If the source of funds for this Contract is federal funds, the following federal provisions apply pursuant to 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II (as applicable):Equal Employment Opportunity (41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148); Copeland “Anti-Kickback” Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards Act (40 U.S.C.

3701-3708); Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33

U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti- Lobbying Amendment (31 U.S.C. 1352); Procurement of Recovered Materials (2 C.F.R. § 200.322);

and Record Retention Requirements (2 CFR § 200.324).

15. Registered Sex Offenders.

Contractor acknowledges that state law and school policy prohibit anyone registered or required to register as a sex offender from being present on any UCBOE Property for any reason, whether before, during or after school hours, or on or off of UCBOE Property. Contractor expressly agrees that it, and any of its employees, will comply with this policy and acknowledges that any individuals that violate this policy are subject to removal from UCBOE Property by school staff and/or law enforcement officials and may also be subject to criminal prosecution. “UCBOE Property” includes all property owned or operated by UCBOE, including school campuses and buildings, athletic fields, playgrounds, parking lots, bus stops, vehicles, school buses, activity buses and any other properties owned or controlled by UCBOE.

If Contractor, any of Contractor’s employees, or any of Contractor’s subcontractors or employees of subcontractors will have any direct interaction with students, then Contractor or the subcontractor must (i) on an annual basis conduct a check of the N.C. Sex Offender and Public Protection Registration Program, the N.C. Sexually Violent Predator Registration Program and the National Sex Offender Registry for all such employees; and (ii) prohibit individuals listed on such registries from being on UCBOE Property.

16. Nondiscrimination.

During the performance of the Contract, Contractor shall not discriminate against or deny the Contract's benefits to any person on the basis of sexual orientation, national origin, race, ethnic background, color, religion, gender, age or disability.

17. Conflict of Interest.

Contractor represents and warrants that no member of UCBOE or any of its employees or officers who may obtain a direct benefit, personal gain or advantage for themselves or a relative or associate as a result of the Contract, subcontract or other agreement related to the Contract is in a position to influence or has attempted to influence the making of the Contract, has been involved in making the Contract, or will be involved in administering the Contract. Contractor also represents and warrants that, if the Contract is funded by any amount of federal funds, no violation of 2 C.F.R. § 200.318(c) or any other applicable federal conflict of interest law has occurred or will occur. Contractor shall cause this paragraph to be included in all Contracts, subcontracts and other agreements related to the Contract.

18. Gratuities.

Contractor represents and warrants that no member of UCBOE or any of its employees has been or will be offered or given a gratuity to an official or employee of UCBOE in violation of applicable law or policy.

19. Kickbacks to Contractor.

Contractor shall not permit any kickbacks or gratuities to be provided, directly or indirectly, to itself, its employees, subcontractors or subcontractor employees for the purpose of improperly obtaining or rewarding favorable treatment in connection with a UCBOE Contract or in connection with a subcontract relating to a UCBOE Contract. When Contractor has grounds to believe that a violation of this clause may have occurred, Contractor shall promptly report to UCBOE in writing the possible violation.

20. Iran Divestment Act.

Contractor certifies that, as of the date listed below, it is not on the Final Divestment List, as created by the State Treasurer pursuant to N.C.G.S. § 143-6A-4, in violation of the Iran Divestment Act. In compliance with the requirements of the Iran Divestment Act and N.C.G.S. § 143C-6A-5(b), Contractor shall not utilize in the performance of the contract any subcontractor that is identified on the Final Divestment List. The Final Divestment List can be found on the State Treasurer’s website at the address www.nctreasurer.com/Iran and should be updated every 180 days.

21. Divestment from Companies that Boycott Israel.

The Contractor certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. 147-86.81. It is the responsibility of each vendor or contractor to monitor compliance with this restriction. Contracts valued at less than $1,000.00 are exempt from this restriction.

22. E-Verification.

Contractor shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes

23. Indemnification.

Contractor shall indemnify and hold harmless UCBOE, its officers, agents, employees and assigns from and against all claims, losses, costs, damages, expenses, attorneys' fees and liability that any of them may sustain (a) arising out of Contractor's failure to comply with any applicable law, ordinance, regulation, or industry standard or (b) arising directly or indirectly out of Contractor's performance or lack of performance of the terms and conditions of the Contract. In the event that any Services and/or Goods sold and delivered or sold and performed under the Contract Documents shall be defective in any respect whatsoever, Contractor shall indemnify and save harmless UCBOE, its officers, agents, employees and assigns from all loss or the payment of all sums of money by reason of all accidents, injuries or damages to persons or property that shall happen or occur in connection with the use or sale of such Services and/or Goods and are contributed to by said condition. In the event Contractor, its employees, agents, subcontractors and or lower-tier subcontractors enter premises occupied by or under the control of UCBOE in the performance of the Contract Documents, Contractor agrees that it will indemnify and hold harmless UCBOE, its officers, agents, employees and assigns, from any loss, costs, damage, expense or liability by reason of property damage or personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with such entry.

24. Insurance.

Unless such insurance requirements are waived or modified by UCBOE or risk management (“DIRM”), Contractor certifies that it currently has and agrees to purchase and maintain during its performance under the Contract the following insurance from one or more insurance companies acceptable to UCBOE and authorized to do business in the State of North Carolina:

Automobile - Contractor shall maintain bodily injury and property damage liability insurance covering all owned, non-owned and hired automobiles. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each person/each occurrence. Commercial General Liability - Contractor shall maintain commercial general liability insurance that shall protect Contractor from claims of bodily injury or property damage which arise from performance under the Contract. This insurance shall include coverage for contractual liability.

The policy limits of such insurance shall not be less than $1,000,000 combined single limit each occurrence/annual aggregate. Worker's Compensation and Employers' Liability Insurance - If applicable to Contractor, Contractor shall meet the statutory requirements of the State of North Carolina for worker's compensation coverage and employers' liability insurance. Contractor shall also provide any other insurance or bonding specifically recommended in writing by the DIRM or required by applicable law. Certificates of such insurance shall be furnished by Contractor to UCBOE and shall contain the provision that UCBOE be given 30 days' written notice of any intent to amend or terminate by either Contractor or the insuring company. Failure to furnish insurance certificates or to maintain such insurance shall be a default under the Contract and shall be grounds for immediate termination of the Contract.

25. Termination for Convenience.

In addition to all of the other rights which UCBOE may have to cancel this Contract or an applicable Purchase Order, UCBOE shall have the further right, without assigning any reason therefore, to terminate the Contract (or applicable Purchase Order), in whole or in part, at any time at its complete discretion by providing 10 days’ notice in writing from UCBOE to Contractor. If the Contract is terminated by UCBOE in accordance with this paragraph, Contractor will be paid in an amount which bears the same ratio to the total compensation as does the Services and/or Goods actually delivered or performed to the total originally contemplated in the Contract. UCBOE will not be liable to Contractor for any costs for completed Goods, Goods in process or materials acquired or contracted for if such costs were incurred prior to the date of this Contract or an applicable Purchase Order.

26. Termination for Default.

UCBOE may terminate the Contract, in whole or in part, immediately and without prior notice upon breach of the Contract by Contractor. In addition to any other remedies available to UCBOE law or equity, UCBOE may procure upon such terms as UCBOE shall deem appropriate, Services and/or Goods substantially similar to those so terminated, in which case Contractor shall be liable to UCBOE for any excess costs for such similar goods, supplies, or services and any expenses incurred in connection therewith.

27. Contract Funding.

It is understood and agreed between Contractor and UCBOE that UCBOE's obligation under the Contract is contingent upon the availability of appropriated funds from which payment for Contract purposes can be made. No legal liability on the part of UCBOE for any payment may arise until funds are made available to UCBOE’s Finance Officer and until Contractor receives notice of such availability. Should such funds not be appropriated or allocated, the Contract shall immediately be terminated. UCBOE shall not be liable to Contractor for damages of any kind (general, special, consequential or exemplary) as a result of such termination.

28. Accounting Procedures.

Contractor shall comply with any accounting and fiscal management procedures prescribed by UCBOE to apply to the Contract and shall assure such fiscal control and accounting procedures as may be necessary for proper disbursement of and accounting for all project funds.

29. Improper Payments.

Contractor shall assume all risks attendant to any improper expenditure of funds under the Contract. Contractor shall refund to UCBOE any payment made pursuant to the Contract if it is subsequently determined by audit that such payment was improper under any applicable law, regulation or procedure. Contractor shall make such refunds within thirty (30) days after UCBOE notifies Contractor in writing that a payment has been determined to be improper.

30. Contract Transfer.

Contractor shall not assign, subcontract or otherwise transfer any interest in the Contract without the prior written approval of UCBOE.

31. Contract Personnel.

Contractor agrees that it has, or will secure at its own expense, all personnel required to provide the Services and/or Goods set forth in the Contract.

32. Key Personnel.

Contractor shall not substitute for key personnel (defined as those individuals identified by name or title in the Contract Documents or in written communication from Contractor) assigned to the performance of the Contract without prior written approval from UCBOE Project Coordinator (the individual at UCBOE responsible for administering the Contract).

33. Contract Modifications.

The Contract may be amended only by written amendment duly executed by both UCBOE and Contractor.

34. Relationship of Parties.

Contractor is an independent contractor and not an employee of UCBOE. The conduct and control of the work will lie solely with Contractor. The Contract shall not be construed as establishing a joint venture, partnership or any principal-agent relationship for any purpose between Contractor and UCBOE. Employees of Contractor shall remain subject to the exclusive control and supervision of Contractor, which is solely responsible for their compensation.

35. Advertisement.

The Contract will not be used in connection with any advertising by Contractor without prior written approval by UCBOE.

36. Monitoring and Evaluation.

Contractor shall cooperate with UCBOE, or with any other person or agency as directed by UCBOE, in monitoring, inspecting, auditing or investigating activities related to the Contract.

Contractor shall permit UCBOE to evaluate all activities conducted under the Contract. UCBOE has the right at its sole discretion to require that Contractor remove any employee of Contractor from UCBOE Property and from providing Services and/or Goods under the Contract following provision of notice to Contractor of the reasons for UCBOE’s dissatisfaction with the Services and/or Goods of Contractor’s employee.

37. Financial Responsibility.

Contractor is financially solvent and able to perform under the Contract. If requested by UCBOE, Contractor agrees to provide a copy of its latest audited annual financial statements or other financial statements as deemed acceptable by UCBOE's Finance Officer. In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Contractor, the inability of Contractor to meet its debts as they become due or in the event of the appointment, with or without Contractor’s consent, of an assignee for the benefit of creditors or of a receiver, then UCBOE shall be entitled, at its sole option, to cancel any unfilled part of the Contract without any liability whatsoever.

38. 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 the Contractor to notify, in writing, the issuing purchasing office at once, indicating the specific regulation which required such alterations. UCBOE reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract.

39. Inspection at Contractor’s Site.

UCBOE reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective contractor prior to Contract award, and during the Contract term as necessary for UCBOE 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.

40. Confidential Information.

All information about UCBOE provided to the Contractor or its officers, employees, agents, representatives and advisors (the “Contractor Representatives”), and all copies or other full or partial reproductions thereof and notes, memoranda or other writings related thereto created by Contractor or any Contractor Representative, regardless of whether provided before or after the date of the Contract and regardless of the manner or medium in which it is furnished, is referred to as “Confidential Information”. Confidential Information does not include any information that

(a) is or becomes generally available to the public other than as a result of an impermissible disclosure by Contractor, (b) was known by or available on a non-confidential basis to Contractor before it was disclosed by UCBOE or (c) becomes available to Contractor on a non-confidential basis from a third party whom Contractor does not know to be bound by a confidentiality agreement with, or have an obligation of secrecy to, UCBOE. Except as and to the extent required by law or order or demand of any governmental or regulatory authority, Contractor and Contractor Representatives will (x) keep all Confidential Information confidential and (y) will only disclose or reveal any Confidential Information to Contractor Representatives who must have the information to fulfill Contractor’s obligations under the Contract and who agree to observe the terms of this Section. Contractor and Contractor Representatives will not use the Confidential Information for any purpose other than fulfilling Contractor’s obligations under the Contract. By way of example and not limitation, Contractor shall not sell, market, or commercialize Confidential Information, create derivative products or applications based on Confidential Information. If Contractor is requested or required, pursuant to applicable law or regulation or by legal process, to disclose any Confidential Information, Contractor will provide UCBOE with prompt and timely notice of the requests or requirements so that UCBOE can seek an appropriate protective order or other remedy and will not be prejudiced by delay. If UCBOE does not obtain a protective order or other remedy, Contractor will only disclose that portion of the Confidential Information which Contractor’s legal counsel determines Contractor is required to disclose. Upon termination of the Contract or otherwise upon UCBOE’s request, Contractor will promptly deliver to UCBOE all Confidential Information in the possession of Contractor or the Contractor Representatives.

41. Student Information.

If, during the course of Contractor's performance of the Contract, Contractor should obtain any information pertaining to students or students' official records, Contractor agrees to keep any such information confidential and to not disclose or permit it to be disclosed, directly or indirectly, to any person or entity. The Contract shall not be construed by either party to constitute a waiver of or to in any manner diminish the provisions for confidentiality of students' records. Additionally, pursuant to N.C.G.S. 115C-401.1, it is unlawful for a person who enters into a contract with a local board of education to sell personally identifiable information that is obtained from a student as a result of that person’s performance under the Contract. Employee Personnel Information: If, during the course of Contractor's performance of the Contract, Contractor should obtain any information pertaining to employees of UCBOE’s personnel records, Contractor agrees to keep any such information confidential and to not disclose or permit it to be disclosed, directly or indirectly, to any person or entity. This section will survive the termination of this Contract. Contractor agrees, at its own expense, to indemnify, defend and save UCBOE harmless from all liability, loss or expense, including costs of settlement and attorney's fees, resulting from any claim that UCBOE's use, possession or sale of the Services and/or Goods infringes any copyright, patent or trademark or is a misappropriation of any trade secret.

42. No Pre-Judgment or Post-Judgment Interest.

In the event of any action by Contractor for breach of contract in connection with the Contract, any amount awarded shall not bear interest either before or after any judgment, and Contractor specifically waives any claim for interest.

43. Background Checks.

At the request of UCBOE’s Project Coordinator, Contractor (if an individual) or any individual employees of Contractor shall submit to UCBOE criminal background check and drug testing procedures.

44. Mediation.

If a dispute arises out of or relates to the Contract, or the breach of the Contract, and if the dispute cannot be settled through negotiation, the parties agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to litigation.

45. No Third-Party Benefits.

The Contract shall not be considered by Contractor to create any benefits on behalf of any third party. Contractor shall include in all contracts, subcontracts or other agreements relating to the -party benefits.

46. Force Majeure.

If UCBOE is unable to perform its obligations or to accept the Services and/or Goods because of Force Majeure (as hereinafter defined), the time for such performance by UCBOE or acceptance of Services and/or Goods will be equitably adjusted by allowing additional time for performance or acceptance of Services and/or Goods equal to any periods of Force Majeure. “Force Majeure” shall mean any delays caused by acts of God, riot, war, terrorism, inclement weather, labor strikes, material shortages and other causes beyond the reasonable control of UCBOE.

47. Ownership of Documents.

Work Product. All documents created pursuant to the Contract shall, unless expressly provided otherwise in writing, be owned by UCBOE. Upon the termination or expiration of the Contract, any and all finished or unfinished documents and other materials produced by Contractor pursuant to the Contract shall, at the request of UCBOE, be turned over to UCBOE. Any technical knowledge or information of Contractor which Contractor shall have disclosed or may hereafter disclose to UCBOE shall not, unless otherwise specifically agreed upon in writing by UCBOE, be deemed to be confidential or proprietary information and shall be acquired by UCBOE free from any restrictions as part of the consideration of the Contract.

48. Strict Compliance.

UCBOE may at any time insist upon strict compliance with these terms and conditions notwithstanding any previous course of dealing or course of performance between the parties to the contrary.

49. General Provisions.

UCBOE's remedies as set forth herein are not exclusive. Any delay or omission in exercising any right hereunder, or any waiver of any single breach or default hereunder, shall not be deemed to be a waiver of such right or of any other right, breach, or default. If action be instituted by Contractor hereunder, UCBOE shall be entitled to recover costs and reasonable attorney's fees.

Contractor may not assign, pledge, or in any manner encumber Contractor's rights under this Contract or applicable Purchase Order or delegate the performance of any of its obligations hereunder, without UCBOE's prior, express written consent.

50. Contract Situs.

All matters, whether sounding in contract or tort relating to the validity, construction, interpretation and enforcement of the Contract, will be determined in Union County, North Carolina. North Carolina law will govern the interpretation and construction of the Contract.

51. Severability.

Any provision of this Contract that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision. Any provision of the Contract held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

II. Additional Standard Terms and Conditions for Construction Contracts

1. Supervision and Provision for Labor and Supplies.

The Contractor will supervise and direct the construction work (the “Work”) and shall furnish, provide, and pay for all labor, materials, equipment, machinery, utilities, and services reasonably necessary for the execution and completion of the Work.

2. Coordination of Work and Notification of Progress.

The Contractor agrees to coordinate its Work with the work of any other separate contractors or with the work of UCBOE’s own forces to avoid delaying or interfering with their work.

Contractor shall enforce good order and discipline among his employees and subcontractors on the Project. The Contractor further agrees to inform UCBOE on a regular basis or at UCBOE’s request of the progress of the Work.

3. Provision for all Permits, Licenses, and Inspections.

Unless otherwise provided, the Contractor shall secure and pay for all permits, licenses, and inspections necessary for the proper execution and completion of the Work.

4. Cleanliness.

Contractor shall keep the Project reasonably free from waste materials or rubbish resulting from the Contractor’s operations.

5. Additional Warranties.

The Contractor warrants that the Contractor has visited the location of the Project and is familiar with all field conditions bearing upon the Contractor’s performance of the Work; that the materials and equipment furnished under the Contract are of good quality and new (unless otherwise permitted); that the Work is non-negligent and meets or exceeds the standards ordinarily observed in the industry; and that the Work conforms to the requirements of the Contract and to all applicable codes, ordinances, laws, or regulations. The Contractor further warrants and promises that the Work shall be free from defects and nonconformities in materials and workmanship for a period of one year from the later of the Date of Completion, which is the date UCBOE accepts the Work or such date as the Contractor actually completes all the Work (the “Date of Completion”). During such period, the Contractor will remedy at Contractor’s expense nonconformities or defects in the Work within a reasonable time after receiving notice thereof from UCBOE.

6. Indemnity for Subcontractor Payment.

In addition to the indemnification obligations contained in the attached terms and conditions to this Contract, the Contractor further agrees to defend and indemnify UCBOE from and against all claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of the Contractor’s failure to pay subcontractors or materials suppliers.

7. Change Orders.

The Contractor agrees that UCBOE may order changes in the general scope of the Work, including additions, deletions, and similar revisions. The parties agree to adjust the Contract Price and Date of Completion to reflect the effects of such changes, which adjustments shall be authorized only upon execution of a written change order (a “Change Order”). In case of emergency or extenuating circumstances or if a construction contingency is provided as stated below, approval of changes may be obtained verbally by telephone or field orders approved by UCBOE Project Coordinator and promptly thereafter substantiated in writing as outlined under normal procedures. The amount of any increase or decrease in the Contract Price shall be by mutual acceptance of a total amount supported by sufficient data and information to substantiate the change. Any decrease in Contract Price for a decrease in the Work will be the reasonable costs of the Work deleted, including a reasonable amount for the decrease in the Contractor’s overhead.

8. Performance/Payment Bond.

If required by law and/or the bidding documentation, the Contractor agrees to provide a Performance Bond and Labor and Material Payment Bond for its faithful performance in a form reasonably satisfying to UCBOE.

9. Payments Withheld.

The UCBOE may withhold payment for the following reasons to the extent permitted under N.C.

Gen. Stat. § 143-134.1(e): (1) defective Work not remedied; (2) third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to UCBOE is provided by the Contractor; (3) failure of the Contractor to make payments properly to subcontractors or for labor, materials or equipment; (4) reasonable evidence that the Work will not be completed with the time specified, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (5) failure to carry out the Work in accordance with the Contract Documents; (6) failure to provide sales tax documentation in accordance with subparagraph 9.3.5; (7) failure or refusal of the Contractor to submit the required information on minority business enterprises; and (8) failure of the Contractor to comply with (a) the provisions of the Sedimentation and Pollution Control Act (N.C. Gen. Stat. § 113A-50 et seq.), and/or (b) any Notice of Violation issued by the North Carolina Department of Natural Resources.

10. Retainage.

For public construction contracts costing an amount equal to or greater than $100,000, the UCBOE will retain five percent of the amount of each progress payment on the project for as long as is authorized by N.C. Gen. Stat. § 143-134.1. At all times during the Project, the UCBOE may retain the maximum funds allowed by N.C. Gen. Stat. § 143-134.1. The UCBOE specifically reserves the right to withhold additional funds as authorized by this Contract and N.C. Gen. Stat.

§ 143-134.1. The Contractor may pay each subcontractor no later than seven days after receipt of payment from the UCBOE and in accordance with N.C. Gen. Stat. § 143-134.1 the amount to which the subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each subcontractor, require each subcontractor to make payments to sub-subcontractors in a similar manner and in accordance with N.C. Gen. Stat. § 143-134.1.

III. Additional Standard Term and Condition for Designer Contracts (which include Architectural, Engineering,…