CFPUA Valve Exercising and Maintenance Program.pdf

235 Government Center Drive Wilmington, NC 28403

Request for Qualifications

Valve Exercise and Maintenance Program

JUNE 2026

REQUEST FOR QUALIFICATIONS FOR PROFESSIONAL

SERVICES FOR VALVE EXERCISE AND MAINTENANCE PROGRAM

FOR THE CAPE FEAR PUBLIC UTILITY AUTHORITY

WILMINGTON, NORTH CAROLINA

June 15, 2026

GENERAL

The Cape Fear Public Utility Authority (CFPUA) is seeking an experienced contractor to perform valve exercising within the Authority service area. Cape Fear Public Utility Authority currently provides water and wastewater services to more than 200,000 residential and commercial customers throughout New Hanover County. As part of its ongoing asset management program, CFPUA will be accepting Statements of Qualifications (SOQ) for the assessment, maintenance and repair of valves within its water distribution system. The objectives of this program will be the extension of asset life expectancy; reduction of long-term operations and maintenance costs through programmed maintenance efforts; assessment of distribution asset conditions; and the enhancement of a geospatial information management repository for utilization by CFPUA in evaluating asset repair/replacement decisions, and integration of the collected information into CFPUA’s existing GIS systems.

CFPUA is requesting statements of qualifications to initiate this professional service agreement for a valve assessment and maintenance program which serves the following primary purposes:

• Evaluate and improve the operability of water valves in the distribution system through hands on field activities and to document and integrate the collected information on valves into CFPUA’s GIS system.

• Provide a web-based project management dashboard allowing CFPUA to monitor the current state-of-the-art program, including statistical metrics on the assessment results of the assets, live throughout the project.

• Perform discretionary infrastructure repair activities.

A detailed program description is included within this RFQ.

Estimated Procurement Schedule

RFQ Issued June 15, 2026 Deadline for Questions July 2, 2026 Submit SOQ July 8, 2026 CFPUA Selects Firm July 15, 2026

Complete Scope & Contract August 25, 2026

Contract The successful Contractor will execute the contract within ten (10) calendar days after receipt.

Submittal Requirements One (1) original hard copy and one (1) electronic version of the submittal must be received no later than 5:00 P.M. on July 8, 2026. The SOQ’s can be mailed or delivered to the following address:

Cape Fear Public Utility Authority Att: Ben Guerrieri 235 Government Center Drive Wilmington, NC 28403 Or can be emailed to:

bids@CFPUA.org

Submittal envelopes should include the following notation: CFPUA VALVE EXERCISE and MAINTENANCE PROGRAM

Bonding No bid bond is required.

Consultant Selection

CFPUA will follow a qualifications-based selection process. Consultants must demonstrate their level of competence and qualification, and each sub-consultant’s level of competence and qualification, with respect to the listed evaluation factors for the needed services.

SOQ’s will be evaluated based on the following four (4) considerations and the level of importance for each consideration. The SOQ shall be formatted consistent with the evaluation consideration.

Criteria shown under each of the four (4) considerations are to be addressed in the SOQ.

Consultants may provide additional information as necessary.

1. Project Understanding & Approach (25 points available)

a. A cover letter detailing your understanding of the contract scope and the desired deliverables.

b. Address your project approach to each element of this solicitation.

c. Identify potential risks associated with the execution of this contract and how your firm proposes mitigating those risks.

d. Indicate your acceptance of the attached contract, general terms and conditions, requirements of the RFQ, insurance requirements, etc., for this solicitation.

e. If any exceptions are taken, identify them. If none are stated in this section, they will not be granted after the contract is awarded. Exceptions taken after the award will result in the withdrawal of the intent to award.

i. Note, if exceptions are taken to the RFQ or Contract, evaluation scores will reflect CFPUA’s assessment of the impact for these considerations.

Those exceptions may result in the rejection of the submittal as non-responsive, if in the sole evaluation of CFPUA, the requested changes are unacceptable.

2. Relevant Firm Experience, Qualifications and References (25 points available)

a. Provide information which documents your firm’s qualifications to produce the required outcomes, including its ability, capacity, skill, financial strength, and number of years of experience in providing the required services.

b. Specific qualifications your company has related to:

i. Evaluation and improvement in the operability of valves in the water distribution system through hands on field activities and the digital documentation and integration of the collected information on valves into CFPUA’s GIS and CMMS System.

ii. Evaluation and improvement in the operability of hydrants in the water distribution system through hands on field activities and the digital documentation and integration of the collected information on hydrants into CFPUA’s GIS and CMMS System.

iii. Provision of a web-based project management dashboard allowing CFPUA to monitor the current state of the program, including statistical metrics on the assessment results of the assets, live throughout the project.

iv. Development and execution a unidirectional flushing program.

v. Performance of discretionary infrastructure repair activities

c. Provide a list of three (3) recent reference projects of relevant size and scope to this project for assessment, rehabilitation, and information management. Only references in which the proposer has performed a mapping grade (sub foot) post-processed GPS data collection will be accepted.

d. At a minimum, Valve references should include a total of:

i. 100,000 valve assessments, not including hydrant isolation valves.

ii. 1,500 16 or larger valve assessments.

iii. 10,000 shutdowns and shutdown coordination in support of infrastructure repair program

iv. At least one (1) reference must be for a project within the State of North

Carolina.

v. Information provided for each client should include the following. All references must be made within the last five (5) years.

vi. Client name, address, email, and telephone number

vii. Description of services provided

viii. List of key personnel that provided the services

ix. Identify all project managers and key personnel identified for this project that previously worked with the provided references of projects similar in size and scope.

x. Duration of the project

e. For web-based client GIS Dashboards, please list 1 0 clients that have had dashboards integrated into project operations reflecting the scope listed.

3. Overall Staff Experience Proposed for this Project (25 points available)

a. Include the description of the proposed team, and the role to be played by each member of the proposed team.

b. The responding Contractor must employ and assign to this project a manager who will oversee the described work and who has (5) year’s continuous field and supervisory experience in the areas defined within these project specifications.

c. The responding Contractor must directly employ and assign a GIS information manager to this project who maintains a current GISP certification. This may not be outsourced to a third party.

d. Identify the contract team and the role of each team member. Your company’s proposed subcontractors, as approved by CFPUA, will be made a part of any resulting contract between CFPUA and your company. Any proposed sub-contractor list changes once the contract is awarded shall be submitted to CFPUA in writing for review and consideration.

e. Include the resumés of all key personnel who will be involved in providing the required services.

f. Include information about other services that are provided by your firm which may benefit CFPUA.

4. Scheduling, Capacity to Perform, Equipment & Data Management Capabilities (25 points available)

a. Provide a proposed project schedule which includes pre- and post-project kickoff timelines and requirements.

b. Describe in detail how your company is structured to ensure timely execution of the project.

c. Provide a detailed list of proposed equipment and technology in response to this RFQ. Specify the software proposed for spatial data analysis and collection.

d. Describe your company’s approach to data management and database design along with QA/QC procedures. Include details regarding how the GPS data will be collected, processed, and delivered to CFPUA.

e. Describe your company’s web-based dashboard and its ability to meet the specifications listed above. Due to the sensitive nature of data sharing, web-based dashboards must be provided and hosted by prime contractor and cannot be provided and/or hosted via third party.

Notification

After review of the SOQ’s, a short-list of one or more consultants will be developed for further consideration. These firm(s) may be invited for an interview with the selection team. The best qualified firm will be selected based on the demonstrated experience and qualification for the services required for the project as shown in the SOQ and as demonstrated in the interview.

The selected firms will be notified by telephone and/or email.

CFPUA reserves the right to reject any and all submittals.

CFPUA will address questions regarding the RFQ until Thursday, July 2, 2026, at 2:00PM.

Questions submitted after this time will not be addressed. Any questions concerning this advertisement should be directed to Ben Guerrieri, Procurement Manager, Cape Fear Public Utility Authority, at bids@cfpua.org by Thursday, July 2, 2026, at 2:00PM.

PROGRAM DESCRIPTION

CFPUA requests the provider to develop, plan and execute a valve exercise and maintenance program. This program will include the following activities: locate, identify, assess, inspect, exercise, perform minor repairs, record mapping grade GPS data, create a deliverable database that can be integrated into CFPUA’s GIS (ESRI). The following scope of services details specific functions to be provided by the service provider.

Quantities provided in the attached maps are estimates only and are not guaranteed. CFPUA reserves the right to add, remove, defer, or reprioritize valve exercise work. Inclusion of a valve in the provided maps does not guarantee that the valve will be exercised or undergo minor repairs under this contract. Payment of work will be limited to only those pay items, quantities, and classifications approved by CFPUA.

All work completed by Contractor shall follow CFPUA Technical Specifications and Material Specifications and Details. Standards Drawing Details for Valve Details and Tracer Wire are attached to the RFQ.

Contractor Employees

PROJECT MANAGER

An experienced project manager and experienced work crew(s) shall conduct the field activities. The project manager shall be responsible for managing the entire project on a day-to-day basis on behalf of the Contractor and for seeing that all requirements are carried out in a professional manner and in compliance with the procedures required by CFPUA, and all other applicable local, state, and federal regulations. The project manager shall be experienced in supervising similar contracts, and familiar with applicable regulations and safe and proper procedures.

T h e Contractor’s project manager shall meet with CFPUA personnel, or its representatives weekly to provide a progress report on the valve assessment. The report shall include at a minimum the number that was assessed, number of valves that are working properly, broken, partially working, open, closed and if any require repair or replacement. Valves requiring mailto:bids@cfpua.org immediate repair due to loss of services shall be notified by crews to CFPUA as soon as possible. Updates on progress against the installation schedule shall be addressed during the weekly meeting. A weekly schedule detailing the areas anticipating to be worked on by crews shall be provided to CFPUA personnel, or its representatives, as the weekly meetings.

FIELD PERSONNEL

The Contractor’s field personnel shall wear easily recognizable uniforms containing the Contractor’s company name as well as a prominently displayed picture identification badge.

Employees shall also be issued and carry a letter describing the project and work to be performed to provide to customers if needed. Contractor must complete a background investigation on all employees prior to beginning work. A complete list of all employees and their duties must be submitted prior to beginning work. Any addition or substitution must be submitted to CFPUA prior to any work.

Unidirectional Flushing Contractor shall coordinate valve exercise activities with a unidirectional flushing program to maintain water quality and minimize customer impact associated with flow pattern changes.

Flushing shall be performed as directed by CFPUA to remove accumulated tuberculation and restore water quality following valve operations.

Permits Contractor is responsible for obtaining all necessary permits as required by CFPUA, City of Wilmington, New Hanover Co. and NCDOT.

Employee/ Vehicle Identification All employees and vehicles shall be clearly identified. The vendor must submit identification guidelines for approval.

Procedures Approval The Contractor shall propose detailed scheduling and installation procedures to CFPUA for approval prior to scheduling or commencing exercise. The procedures shall be designed to optimize the work of the field personnel and all other staff working on the project.

Site Conditions The contractor, by responding to this RFQ, agrees that they have evaluated and/or understand site conditions and incorporated such impacts into their RFQ submission.

Contractors Response Time The Contractor shall be adequately staffed and equipped to respond to all aspects of the requested work within a reasonable timeline.

Contractor Equipment The Contractor shall utilize and maintain all equipment in a safe and responsible manner. It is the responsibility of the Contractor to maintain all equipment to avoid any leaking of fuel, oil, and/or hydraulic fluid. If such a leakage occurs, it shall be the responsibility of the Contractor to protect the environment and surrounding surfaces from contamination and/or damage. If said leakage is excessive or cannot be adequately contained, said equipment must cease to operate and be removed from the job site. All Contractor service vehicles shall be maintained in a presentable manner and have the Contractor name and logo adequately displayed.

The Contractor agrees to furnish CFPUA with all necessary materials, equipment and labor unless otherwise noted in this scope of work. Any other equipment or materials that will not be supplied by the Contractor must be clearly identified in its response to this RFQ. The following minimum equipment is required to complete the program in accordance with the provisions, instructions, and specifications for CFPUA:

• Hardware and Software: The Contractor is expected to consistently collect coordinated data with an expected horizontal accuracy of less than 1 foot - mapping grade.

Contractors must plainly identify the proposed mapping grade or better GPS survey instruments they intend to use, including manufacturer, model and year - for collecting coordinate and observational data for this program. Identify software systems for data collection, post processing, filtering, and editing positional data - including version.

• Full-Service Valve Vehicles: The Contractor will supply a full-service field GPS vehicle for sole use in this project. The Contractor is required to submit a sample picture of a fully assembled service vehicle as is intended to be used as part of the submittal.

• Valve Exercising: List the make, model, year, and operating system version for proposed hydraulic valve turning equipment.

• Operating Nut Repair/Replace Equipment: List the equipment for repairing damaged or replacing missing valve operating nuts.

• Industrial Vacuum: List the make, model, and year of your industrial strength vacuum with a minimum capacity of 300 CFM.

• Data Management and Dashboard Software: Identify the solution and methodology proposed by the Contractor to collect, and present supporting data feature classes and live program metrics. Please include software versions.

Work in Easement/ Right of Way (ROW) and Existing Utilities / ROW Improvements:

The Contractor shall be responsible for obtaining all applicable permits pertaining to Maintenance of Traffic (MOT). The Contractor shall set up, manage each job site in a responsible manner that includes but is not necessarily limited to Maintenance of Traffic (MOT), pedestrian safety, and property protection. The Contractor shall be responsible for obtaining and adhering to all applicable Maintenance of Traffic (MOT) and/or Right of Way criteria as required by City of Wilmington, New Hanover County and/or N.C. Dept of Transportation.

Job Site Management:

The Contractor shall set up, manage, and restore each job site in a responsible manner that includes but is not necessarily limited to Maintenance of Traffic (MOT), pedestrian safety, and property protection. At no time during active progress of work shall the Contractor leave the job site unattended. The Contractor must request and gain approval from CFPUA for any specific job site work that may extend past one workday.

Scheduling:

The service provider will develop an overall schedule of work to be approved by CFPUA prior to the commencement of work. CFPUA shall approve the work schedule before allowing the service provider to proceed. The service provider shall furnish CFPUA with the general locations of planned work activities at least three business days in advance of work in that area.

Safety:

All services performed under this agreement shall be performed according to the standards of proper conduct, safety, propriety, and all federal, state, and local regulations, including OSHA. The services provider shall provide all traffic control services necessary to insure a safe working environment for the fulfillment of the contract. At a minimum, all work vehicles will have amber warning lights, strobe lights, directional arrows board lights, communications equipment and will clearly identify the service provider. Approval of traffic control plans may be required by the City of Wilmington or NCDOT prior to work being performed.

Professionalism:

The service provider will ensure that all activities are conducted in a professional manner. All trucks are to be clearly identified with the service provider’s name and contact phone number and the service provider will ensure all personnel are in an approved uniform, all field equipment is maintained clean and neat, all procedures for field operations and information management processes.

Timeframe:

The Notice to Proceed is at the direction of CFPUA and will follow upon execution of contract.

Hours of Work:

The Contractor’s hours of work are restricted to7:00 AM to 5:00 PM Monday through Friday. NO work outside of these hours is allowed without permission from owner.

VALVE ASSESSMENT, MAINTENANCE & INFORMATION MANAGEMENT

Valve operation and evaluation (Under 4 inches to over 60 inches). Contractor will perform the following services for valves of various sizes in accordance with AWWA Manual M44: Distribution Valves: Selection, Installation, Field Testing, And Maintenance.

• All 4” and smaller valves will be exercised manually (one person on a hand key).

• 6” to 10” valves can be exercised manually or with an electric or hydraulic valve exerciser with torque control.

• Valves equal to or larger than 12” - will be exercised with a hydraulic operated, microprocessor and torque-controlled valve exerciser capable of 1,500 ft-lbs of torque.

• Data will be collected utilizing a handheld GPS device capable of providing consistent sub-foot point coordinates.

• The service provider will immediately notify CFPUA of any valves found closed or broken, or if any unsafe conditions are observed.

• The service provider will provide detailed, written valve exercising processes that will be used by its operating crews that will include torque limits for every valve type and size anticipated in the scope of this program.

• If the valve fails to cycle at the torque limit, the exercise process will stop immediately.

Additional torque may be applied to the valve, as directed by CFPUA (with input from the service provider until the valve turns or the operation is suspended again at a higher torque).

• The bypass valve will be exercised first (if present). If the bypass valve does not operate, the main valve will be exercised to a ½- ¾ shut position to insure it does not become hydraulically locked in the closed position. Before the valve is exercised, the service provider will contact CFPUA to determine if valve should be exercised.

• Mark the valve location with blue marking paint

• Instant Notification System will be used to provide alerts for all inoperable or closed valves found.

• The contractor’s system will be capable of providing simultaneous alerts for up to 10 client points of contract.

• Propose a sample schematic for valve assessment data collection, final field and attributes to be agreed upon during kickoff meeting.

• Data shall be delivered monthly to the Client in an ArcGIS compliant format.

Valve unable to be located. If after searching for fifteen (15) minutes using CFPUA-provided GPS locations and/or field maps, and the valve is unable to be found, the Contractor will list the valve as CNL (cannot locate). The Contractor will provide a separate unit price for CNL valves. If the CNL valve is located, the Contractor will assess the valve and charge the appropriate unit rate for that item.

Valve cannot be accessed. If after searching for fifteen (15) minutes using CFPUA-provided GPS locations and/or field maps, and the valve is located but cannot be accessed for any reason, the Contractor will list the valve as CNA (cannot access). The Contractor will provide a separate unit price for CNA valves. If the CNA valve can be accessed later, the Contractor will assess the valve as defined and charge the appropriate unit rate for that item.

Valve located and accessed, not operated. Contractors will locate, create access, obtain a GPS point, and collect information on the valve asset, however at the direction of the utility, will not operate the valve asset. Contractor will identify these assets as GPS Only. The Contractor will provide a separate unit price for GPS Only valves.

Minimum Data Collection Required by Contractor:

• Locate the valve and paint

• Size of Valve

• Identify the valve – using CFPUA asset number

• GPS the valve location (sub-foot) -only if requested – sub-foot is not required for most valves

• Type of Valve (Gate or Plug)

• Number of turns to close and direction

• Clean out valve box/vault

• Visually inspect the valve to discover discrepancies that are readily visible from above ground Exercise the valve – with description of operability –

• Type of Valve – side actuated or located on main

• Depth of operating nut

• Include any other information that is essential for valves

Optional Additional Valve Services Final scope of work will be defined by CFPUA prior to Contractor mobilization and start of project.

Leak detection during valve assessment. Contractor shall perform leak sounding at the valve asset location during the assessment of a valve. Suspected leaks shall be reported to CFPUA for follow-up for pinpointing activity. Sound shall be categorized as “strong”, “possible”, or “none”.

Minor Valve Repairs

Under this program, the service provider will complete minor repairs as they are encountered throughout this program. Minor repairs are defined as repairs which can return a valve to full operability and do not require backhoe excavation or breaking the pressure barrier of the water system. While many different repairs may be necessary to restore valves to full operability, the minor repairs noted in the RFQ will typically be completed by the service provider in a full valve assessment program.

Raise valve box to grade up to 12 inches in non-asphalt areas. Contractor shall provide labor to raise a valve box 2-4 inches to the finished grade in non-asphalt areas using drop-risers. Materials will be provided by CFPUA.

Raise valve box in asphalt (maximum depth of 12 inches and cold patch repair).

Contractor shall provide labor to raise a valve box from a maximum depth of twelve (12) inches to the finished grade in asphalt areas using drop-risers. Cold patch will be used to repair asphalt as needed. Materials will be provided by CFPUA.

Realign valve box in non-asphalt areas (maximum 5' depth). Contractors shall provide labor to realign valve box vertically from a maximum depth of five (5) feet in non-asphalt areas. Materials will be provided by CFPUA.

Confined space entry. Contractor will perform services which require confined space entry.

For confined space work, the Contractor will adhere to related OSHA requirements and show proof that entry personnel have the proper training and certification.

Operating nut replacement without excavation up to 4’ deep. The Contractor shall replacing valve operating nuts without excavation at depths of up to four (4) feet. The Contractor shall remove any existing operation nut pieces from the valve stem and lower section of the roadway box, removing existing operating nut screws, re-tap the stem (if necessary) and securely install an operating nut. Materials will be provided by Contractor.

ADDITIONAL MISCELLANEOUS SERVICES

Contractor will provide the following additional miscellaneous services. Final scope of work will be defined by CFPUA prior to Contractor mobilization and start of project.

Collect sub-foot GPS data for miscellaneous assets during assessment program.

Contractor will collect and report sub-foot GPS data for miscellaneous assets within the work zone. These assets will be determined and mutually agreed upon by CFPUA and Contractor prior to mobilization and the start of field work and will not require travel separate to perform outside of primary program activities.

PROJECT MANAGEMENT DASHBOARD

The Contractor will provide a web-based application capable of providing CFPUA the following real time program metrics and information.

• Progress tracking: Detailed summary of expected appurtenances throughout the program, as well as actual inspections performed.

• Aggregated information on operating conditions and other operational information attribution of assets assessed by the service provider.

• Ability to interactively view the location and attribution of single assets or group of assets.

• Ability to compare year-over-year assessment to track system changes over time.

• Ability for CFPUA to assign work through a spatial selection process.

• Feature-driven multimedia content delivery of information for appurtenances

Allows export of asset information on demand.

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C-1

NORTH CAROLINA CONTRACT NO:

COUNTY OF NEW HANOVER

AGREEMENT BETWEEN

THE CAPE FEAR PUBLIC UTILITY AUTHORITY

AND

THIS CONTRACT made and entered into as of the date of last signature below

(“Effective Date”), by and between CAPE FEAR PUBLIC UTILITY AUTHORITY, a public utility authority duly authorized under Article 1 of North Carolina General Statutes Chapter 162A

(“Authority”), located in New Hanover County, North Carolina, and -----------, a --------- Limited

Liability Company (“Contractor”), collectively hereinafter referred to as the “Parties.”

W I T N E S S E T H:

WHEREAS Cape Fear Public Utility Authority desires to contract with Contractor to provide -------- services.

WHEREAS, the Authority has completed necessary steps for retention of professional and other services under applicable policies; and

WHEREAS, the Authority has agreed to engage the Contractor, and the Contractor has agreed to contract with the Authority, for performance of services as described, and according to the further terms and conditions, set forth herein.

NOW, THEREFORE, in consideration of the promises and other considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A. Scope of Services

Contractor shall perform for the Authority the services as per the proposal document attached hereto and incorporated by reference as Attachment A.

Cape Fear Public Utility Authority Contract No. #

C-2

B. Time of Performance

In performing the services described in this Contract, it is mutually agreed that time is of the essence. The Term of this Contract is effective for -------- beginning on the Effective Date, until ______.

C. Compensation & Time of Payment

1. For services to be performed hereunder, the Authority shall pay the Contractor a total contract amount not to exceed $________, unless changed by a duly authorized amendment.

2. The standard Authority payment term is NET 30 days from the date of invoice.

Contractor shall submit invoices monthly.

3. Contractor shall be paid by Electronic Fund Transfer (EFT).

D. Workmanship and Quality of Services

All work performed under this Contract shall be performed in a workmanlike and professional manner, to the reasonable satisfaction of the Authority, and shall conform to all prevailing industry and professional standards.

E. Relationship of the Parties

1. No Third-Party Beneficiaries. This Agreement is not intended for the benefit of any third party. The rights and obligations contained herein belong exclusively to the Parties and shall not confer any rights or remedies upon any person or entity other than the Parties.

2. No Joint Venture. Contractor is an independent contractor and not an agent or employee of the Authority. Nothing in this Agreement shall be construed to create, constitute, give effect to, or otherwise imply a joint venture, partnership, agency, or employment relationship of any kind between the Parties.

3. Assignment. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void.

4. Personnel. Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Contract. Such employees shall not be employees of or have any individual contractual relationship with the Authority. The Contractor is wholly responsible for all work to be performed and the supervision of its employees. As such, the Contractor, or any employees, sub-contractors, or employees thereof, shall not be entitled to any Authority employment benefits, including, but not limited to, wages or salary, vacation, sick leave, insurance, Workers’ Compensation, or pension and retirement benefits.

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5. Subcontracts. The Contractor shall utilize no subcontracts for carrying out the services to be performed under this Contract without the written approval of the Authority.

F. Suspension or Termination of Agreement

1. Termination. The Authority may terminate this Contract, in whole or in part, at any time by providing thirty (30) days written notice to the Contractor. In addition, if Contractor (i) makes or has made under this Contract any representation, warranty, or certification that is or was incorrect, inaccurate, or misleading; or (ii) fails to fulfill in timely and proper manner the obligations under this Contract for any reason, including the voluntary or involuntary declaration of bankruptcy, the Authority shall have the right to terminate this Contract by giving written notice to the Contractor and termination will be effective upon receipt. Contractor shall cease performance immediately upon receipt of such notice.

2. Suspension. The Authority shall also have the right to suspend this Contract upon written notice to the Contractor. Such written notice shall state the reasons for suspension and allow for a review period of ten (10) days during which the Contractor shall be provided with an opportunity to respond with an explanation or justification, and undertake any reasonable remedial action required by the Authority. If, in the opinion of the Authority, the Contractor remains in violation of this Contract at the completion of the ten (10) day suspension period, the Authority shall have the right to terminate this Contract whereupon all obligations of the Authority to the Contractor shall cease.

3. In the event of early termination, Contractor will be entitled to receive just and equitable compensation for actual costs incurred prior to receipt of notice of termination and for the satisfactory work completed as of the date of termination and delivered to the Authority.

Notwithstanding the foregoing, in no event will the total amount due to Contractor exceed the total amount due Contractor under this Contract. The Contractor shall not be relieved of liability to the Authority for damages sustained by the Authority by virtue of any breach of this Contract, and the Authority may withhold any payment due to the Contractor for the purpose of setoff until such time as the Authority can determine the exact amount of damages due the Authority because of the breach.

4. Non-Appropriation. The Authority is a governmental entity, and the Contract validity is based upon the availability of public funding under the Authority’s statutory mandate. If funds are not available and not appropriated to the program specified in this Contract, then this Contract shall automatically expire without penalty to either party. In the event of a legal change in the Authority’s statutory authority, mandate, or mandated functions which adversely affects the Authority’s ability to continue performing obligations under this Contract, then this Contract shall automatically expire without penalty to either party.

5. Nothing contained herein shall prevent the Authority from pursuing any remedy which it may have available in law or equity against Contractor.

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G. Notices

All notices, requests for payment, or other communications arising hereunder shall be sent to the following:

Cape Fear Public Utility Authority (CFPUA) 235 Government Center Drive Wilmington, NC 28403 Phone: 910-332-6694

Contractor

H. Insurance Requirements

Contractor shall maintain insurance from companies licensed to write business in North Carolina, with an A.M. Best rating of “A” or higher, and acceptable to the Authority, of the kinds and minimum amounts specified below.

1. Additional Insured and Coverages. Before commencing work under this Contract, Contractor shall furnish Authority with certificates of all insurance required below.

Certificates shall indicate the type, amount, class of operations covered, effective date and expiration date of all policies.

The Certificate of Insurance, naming the Authority as an additional insured where specified, shall be further evidenced by an actual endorsement furnished to the Authority from the insurer.

The amount of insurance to be provided for all coverages listed under this section shall be not less than $1,000,000.00, unless otherwise specified, per occurrence for claims arising from bodily injury and/or property damage, including accidental death which may arise directly or indirectly from Contractor’s performance of professional services under this contract. The Contractor shall be responsible for any liability directly or indirectly arising out of professional services performed under this contract by a subcontractor which liability is not covered by the subcontractor’s insurance.

a. Commercial General Liability

The Contractor shall maintain during the life of this Contract COMMERCIAL GENERAL LIABILITY INSURANCE coverage. Unless otherwise specified, this coverage shall be written providing liability limits at least in the amount of $1,000,000 per occurrence/$2,000,000 aggregate, Combined Single Limits, applicable to claims due to bodily injury and/or property damage arising from an occurrence. Exclusions applicable to explosion, collapse and underground hazards are to be deleted when the work involves these exposures. The Authority shall be named an additional insured on this policy.

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b. Workers’ Compensation and Employer’s Liability

The Contractor shall maintain during the life of this contract WORKERS' COMPENSATION and EMPLOYER'S LIABILITY INSURANCE covering all of the Contractor’s employees to be engaged in the work under this Contract, providing the required statutory benefits under North Carolina Workers Compensation Law, and Employers Liability Insurance providing limits at least in the amount of $500,000/500,000/500,000 applicable to claims due to bodily injury by accident or disease.

Whenever work under this Contract includes exposure to claims under the U. S.

Longshoremen and Harbor Workers’ Act, such coverage shall be provided by appropriate endorsement to this policy.

c. Business Auto

The Contractor shall have and maintain during the life of this Agreement AUTOMOBILE LIABILITY INSURANCE. Such coverage shall be written on a comprehensive form covering owned, non-owned, hired, and leased vehicles, providing liability limits of at least $1,000,000 per occurrence combined single limits applicable to claims due to bodily injury and/or property damage. The Authority shall be named an additional insured on this policy.

2. Waiver of Subrogation. The insurer shall agree to waive all rights of subrogation against the Cape Fear Public Utility Authority, its officers, officials, and employees for losses arising from work performed by the Contractor for the Authority.

3. Claims-Made Coverage. If any of the above policies provide claims-made coverage:

a. The Retroactive Date must be shown on the Certificate of Insurance and must be before the effective date of this Contract.

b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the Contract work.

c. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract effective date, Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

4. Certificates of Insurance and Notice of Non-Renewal. The Contractor shall furnish the schedule of insurance carried under this Contract in the form of a Certificate of Insurance attested by the insurance carrier or appointed agent, indicating the type, amount, class of operations covered, effective date and expiration date of all policies. This Certificate shall be in six (6) counterparts and when the Contract is signed by the Contractor, a copy thereof shall be inserted in each copy of the contract documents and upon insertion become a part of such documents. The insurance carrier or its agent shall also certify on these documents that it will notify the Authority by registered mail at least thirty (30) days prior to the cancellation or non-renewal of any coverages.

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I. Indemnity

To the fullest extent permitted by law, and except to the extent caused by the sole negligence or willful misconduct of the Authority, Contractor shall save, defend, hold harmless, and indemnify the Authority, its officers, directors, members, partners, agents, and employees from liability of any kind, including all claims, costs (including defense), damages, and losses accruing or resulting to any person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Contract, and from all claims, costs (including defense), damages, and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Contractor, directly or indirectly, in the performance of this Contract. This representation and warranty shall survive the termination or expiration of this Contract.

J. Warranty

The Contractor by acceptance of this Contract warrants full compliance with all applicable local, state, and federal laws and regulations and agrees to indemnify and defend the Authority against any loss, cost, liability or damage by reason of Contractor’s violation of this paragraph. The Contractor expressly warrants that all items specified are fit and sufficient for their intended purpose. If the specifications contain a statement of the particular purpose for which the goods will be used, the goods offered by Contractor shall be fit for this purpose.

K. No Waiver of Immunity

This agreement is governmental in nature for the benefit of the public and is not intended to be for private profit or gain. Any fees charged hereunder are intended to reflect as closely as possible the Authority’s actual cost and neither party intends to waive its sovereign immunity by reason of this agreement. Nothing herein shall be construed to mandate purchase of insurance by the Authority, or to in any other way waive the defense of sovereign or governmental immunity from any cause of action alleged or brought against the Authority for any reason if otherwise available as a matter of law.

L. General Terms & Conditions

1. Applicable Law

All matters relating to this Agreement shall be governed by the laws of the State of North Carolina, without regard to its choice of law provisions, and venue for any action relating to this Agreement shall be New Hanover County Civil Superior Court or the United States District Court for the Eastern District of North Carolina, Southern Division.

2. Conflict of Interest.

No Authority employee shall have a personal or financial interest, direct or indirect, as a contracting party or otherwise, in the performance of this Contract.

3. Non-Waiver of Rights

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No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Contract or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement, or condition.

4. Applicability of North Carolina Public Records Law and Confidentiality

a. Notwithstanding any other provisions of this Contract, this Contract and all materials submitted to the Authority by the Contractor are subject to the public records laws of the State of North Carolina and it is the responsibility of the Contractor to properly designate materials that may be protected from disclosure as trade secrets under North Carolina law as such and in the form required by law prior to the submission of such materials to the Authority. Contractor understands and agrees that the Authority may take any and all actions necessary to comply with federal, state, and local laws and/or judicial orders and such actions will not constitute a breach of the terms of this Contract.

To the extent that any other provisions of this Contract conflict with this paragraph, the provisions of this section shall control.

b. Except to the extent designated as a public record without exception, the information, reports, cost estimates, plans, specifications, and documents produced, prepared, or assembled by or on behalf of the Contractor under this Contract are confidential. The Contractor agrees that any such documents shall not be made available to any individual or organization other than designated Authority officials without the prior express written approval of the Authority. Nothing contained in this paragraph shall be construed to prevent the Contractor from making information, reports, or documents available to those individuals or firms with a direct relationship to the completion of the Project, with the prior express written consent of the Authority.

5. Binding Effect

This Contract shall be binding upon the heirs, successors, assigns, agents, officials, employees, independent contractors, and subcontractors of the Parties.

6. Continuing Obligation

The parties will make and execute any further instruments and documents required to carry out the purposes and intent of the Contract.

7. Reference

Use of the masculine includes feminine and neuter, singular includes plural, and captions and headings are inserted for convenience of reference and do not define, describe, extend, or limit the scope of intent of the Contract.

8. Interpretation

All of the terms and conditions contained herein shall be interpreted in accordance with the laws of the State of North Carolina. In the event of a conflict between the various terms

C-8 and conditions contained herein or between these terms and other applicable provisions, then the more particular shall prevail over the general and the more stringent or higher standard shall prevail over the less stringent or lower standard.

9. Severability

If any section, subsection, paragraph, sentence, clause, phrase, or portion of this Contract is held invalid, unlawful, or unconstitutional by any court of competent jurisdiction for any reason, such portion shall be deemed severable and such holding shall not affect the validity of the remaining portions hereof.

10. Other Laws and Regulations

Contractor will comply with all applicable federal, state, and local standards, regulations, laws, statutes, and ordinances regarding toxic, hazardous, and solid wastes, and any other pollutants; public and private nuisances; health or safety; and zoning, subdivision, or other land use controls. Contractor will take all reasonably necessary, proper or required safety, preventative and remedial measures in accordance with any and all relations and directives from the North Carolina Department of Human Resources, the United States Environmental Protection Agency, the North Carolina Department of Environmental Management, Health Departments, and any other federal, state, or local agency having jurisdiction, to insure the prompt prevention or cessation (now or in the future) of violations of either the applicable provisions of such standards, regulations, laws, statutes, and ordinances or any permits or conditions issued thereunder.

11. Amendments

This Contract shall not be modified or otherwise amended except in writing signed by the Parties.

12. Survival

The respective rights and obligations under Articles E, I, J and K shall survive the expiration or termination of this Contract regardless of how or when such termination becomes effective.

13. Non-Discrimination

Contractor will take affirmative action not to discriminate against any employee or applicant for employment or otherwise illegally deny any person participation in or the benefits of the program which is the subject of this Contract because of race, creed, color, sex, age, disability, or national origin. To the extent applicable, Contractor will comply with all provisions of Executive Order No. 11246 the Civil Rights Act of 1964, (P.L. 88-

352) and 1968 (P.L. 90-284), and all applicable federal, state, and local laws, ordinances, rules, regulations, orders, instructions, designations, and other directives promulgated to prohibit discrimination. Violation of this provision, after notice, shall be a material breach of this Contract and may result, at Authority’s option, in a termination or suspension of this Contract in whole or in part.

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14. Advertising

The Contractor shall not use the existence of this Contract, or the name of the Cape Fear Public…