RFP NO. 070126CCGFIRE

Request for Proposal

Carteret County Government

Fire Alarm System Monitoring, Inspections, Testing, Maintenance, and Service

Issued: July 2, 2026

Submission Deadline: July 29, 2026 by 10:00 AM, EST.

CARTERET COUNTY GOVERNMENT

Phone: 252-648-7877

REQUEST FOR PROPOSAL

Date: 07/02/2026

To: Qualified Contractors

Project Name: Fire Alarm System Monitoring, Inspections, Testing, Maintenance, and Service

1.0 Purpose

Carteret County General Services (GS) is seeking proposals for Fire Alarm System Monitoring, Inspections, Testing, Maintenance, and Service. This RFP describes the vendor requirements and scope of work to be performed.

A mandatory Pre-Bid Conference will be held on-site on July 15 , 2026 at 10:30 AM local time. The meeting will begin at the County General Services Building at 5231 Business Dr. Newport, NC. Interested contractors are encouraged to attend.

2.0 Scope of Work

Carteret County is seeking proposal for a company to provide fire alarm system monitoring, inspection, testing, maintenance, service, and repair to ensure the system remains fully operational and compliant with NFPA 72, local codes, and manufacturer requirements. Services include 24/7 central station monitoring, annual inspections and testing of all fire alarm devices and components, preventive maintenance, troubleshooting, emergency response, repair or replacement of defective equipment, and documentation of all work performed.

3.0 Qualifications and Requirements

3.1 Vendors submitting must carry all appropriate licenses and certifications set for by the North Carolina State Fire Marshal, North Carolina Electrical Licensing Board, and the local Authority Having Jurisdiction

(AHJ).

3.2 Vendors must carry appropriate certified technicians as set forth in NFPA 72, The State Fire Marshals Office, Carteret County, and Local AHJ. This includes active certifications from the fire alarm manufacturer, NICET, or other recognized national certifications as accepted by the AHJ & defined in NFPA 72.

3.3 Vendors must be a UL Certified Company. They must be able to issue UL Certifications and meet the standards set forth to maintain such certification.

4.0 Monitoring Requirements

4.1 A U.L.-listed monitoring location shall monitor all fire alarm systems.

4.2 Provide a comprehensive list of alarm codes organized by location, and ensure that appropriate training or authorization procedures are in place for personnel requiring access to these codes.

4.3 UL listed monitoring center must comply with the standards set forth in NFPA 72 and by the local AHJ for response times and dispatching of Alarm, Trouble, and Supervisory signals.

4.4 Any equipment needed for the monitoring of the fire alarm systems shall become the property of Carteret County. Upon contract expiration or termination, the vendor shall coordinate with County officials, upon their request, to unlock any equipment owned by the County, so that another vendor may provide monitoring services.

4.5 The vendor shall provide a copy of the monitoring account information to include: site information, account number and information, zone or point list, customer call list.

4.6 The vendor shall have the ability to pull signal log records upon request from the city for at least the preceding 30 days. The log shall include the date, time, and signal type. The log should also include the actions performed by the monitoring center, vendor, or city.

5.0 Inspection & Testing Requirements

5.1 Inspection and testing of the fire alarm systems shall be done in accordance with the methodology and standards set forth in NFPA 72, Chapter 14. Any additional requirements from federal, state, or local agencies will be adhered to as well. This includes 29 CFR 1910.164 and any other code adaptations enforced by the authority having jurisdiction.

5.2 Inspection and testing shall include all initiating devices programmed to the fire alarm control panel.

This includes visual verification of inspection of other fire protection systems that interface with the fire alarm control panel (sprinkler systems, hood systems, suppression systems, fire doors, elevator recall, and others). All notification devices shall also be inspected properly to the standards set forth in NFPA 72 and by the local AHJ.

5.3 Testing of fire doors and dampers shall be performed according to manufacturer’s guidelines and NFPA standards.

5.4 A record of each inspection, test, or service shall be maintained as specified in NFPA standards and local, State, or Federal statutes. Copies of each inspection shall be forwarded to the local, State, or Federal authorities as required by law, code, or ordinance of the AHJ. An electronic copy of each inspection, test or service shall be forwarded to the Carteret County Safety & Security Manager within 10 business days of completion of the inspection and/or test.

5.5 All work shall be performed on a scheduled and systematic basis. In all cases, all equipment shall be maintained to the manufacturer’s specifications, kept in proper working order, and in compliance with all applicable codes at all times. The contractor shall schedule inspections and tests with the Facility Superintendent. Testing shall be conducted during and/or after hours, depending on location.

5.6 The Contractor shall notify the Carteret County Safety & Security Manager within 24 hours of any repairs required as a result of the inspection and test.

5.7 After initial inspections, provide the County with an electronic inventory of fire system assest to include, but not limited to:

5.7.1 Every device

5.7.2 Device location

5.7.3 Serial number

5.7.4 Model number

5.7.5 Installation date (if known)

5.7.6 Current status

5.7.7 Recommended replacement date or condition

6.0 Service & Repair Requirements

6.1 Standards set forth in NFPA for response time will be adhered to.

6.1.1 Alarm Signals: 2-hour maximum response time to site

6.1.2 Supervisory Signals: 2-hour maximum response time to site

6.1.3 Trouble Signals: 4-hour maximum response time to site

6.2 When dispatching a service technician, the vendor must notify the on-call representative for the County within 30 mins of receiving notification from the monitoring center.

6.3 Emergency service calls are expected to be performed when notified by the County. This may include nights, weekends, and holidays. Failure to provide emergency service in a timely manner may result in the termination of the contract.

6.4 Service technicians shall be factory certified on the fire alarm system(s) or meet the requirements set forth in NFPA 72 for properly trained technicians.

6.5 Contractor is to provide a monthly cost per location for each piece of equipment.

6.6 In the case of an emergency, work must stop immediately and continue only after prior authorization from the County.

6.7 Remove all jobsite related debris from site at each visit.

6.8 Contractor will maintain a safe and clean work site at all times.

6.9 Each party submitting a proposal shall possess all necessary local licenses as are required by law, at time of installation.

6.10 Failure to meet the response times could result in the following actions:

6.10.1 Documenting first, second, and third occurrences

6.10.2 Repeated failure to meet the required response times may constitute default under the contract and be grounds for termination.

7.0 Reporting & Accounting

7.1 The contractor will provide standard proof of work documentation following the completion of the work. The document must include sufficient information to identify the facility where the work was performed, the equipment and/or components on which work was performed, the purpose of the work, the date and time of the work, the parts used, and the name /cert # of the technician executing the work. This should be submitted within 48 hours of the work being performed.

7.2 All work beyond and in addition to the scope of the contract shall be considered billable hours. Prior to rendering any additional services, a proposal with pricing must be submitted and approved by the County Representative. The contractor shall submit invoices corresponding to each order to the County with sufficient details to enable a review and assure compliance with the terms and conditions of this Agreement.

7.3 The following information shall be included in the reports, as appropriate for each inspection:

7.3.1 Deficiencies prioritized by severity

7.3.2 Applicable code references

7.3.3 Photographs, when appropriate

7.3.4 Devices tested

7.3.5 Technician name and NICET certification level

7.3.6 Recommended repairs

7.3.7 Estimated repair costs

7.3.8 Overall pass/fail summary

8.0 Security and Background Check for Personnel

The contractor is required to provide security checks for all personnel assigned to work under this contract and will run security checks for all personnel assigned to work under this contract. The County reserves the right to approve/refuse any prospective contractor employees as a result of the background check.

9.0 Emergency Call Services

When necessary, the Contractor shall provide 24-hour emergency service in all aspects of fire alarm systems emergency repair for the County facilities. Emergency hours shall be Monday through Friday, 5:00 p.m. to 7:00 a.m., and 24 hours each day on weekends and holidays. The contractor shall provide emergency responses on-site within two (2) hours of notification but must also provide a callback to County staff within 30 minutes to discuss the issue and response plan. Failure to provide a two (2) hour service response or 30-minute callback will result in failure to perform and loss of contract.

10.0 Facilities:

Facility Location Brand of Fire Panel

Number of Smoke Heads

Number of Strobes

Western Library 230 Taylor Notion Rd, Cape Carteret, NC 28584

Honeywell Firelight

CCATS / County Garage 5231 Business Dr, Newport, NC 28570

Honeywell Silent Knight

Health Department 3820 Bridges St, Morehead City, NC 28557

Fire watch

General Services 306 Church St, Morehead City, NC 28557

Honeywell Firelight

Civic Center 3505 Arendell St, Morehead City, NC

28557

Honeywell Notifier

Senior Center 3820 Galantis Dr, Morehead

City, NC 28557

Resideo

Social Services 210 Craven St, Beaufort, NC

Resideo

Courthouse Complex 302 Courthouse Square, Beaufort, NC 28516

Edwards System Tech

Jail 306 Craven St, Beaufort, NC 28516

Gamewell/Honeywell 22 2

Beaufort Square 1702 Live Oak St STE 100, Beaufort, NC 28516

Bosch

Humane Society Honeywell Firelight 22 5

11.0 Vendor Pricing

11.1 Proposals must be broken out to include at least the following line items: Fire Alarm Inspection Price, Monitoring Price, UL Certification Price, and Alarm Monitoring Setup Price. Any proposals provided as one lump sum price will be removed and not considered for this request.

11.2 Vendors shall provide service rates for regular business hours, after-hours, and holidays. As well as any other fees or service rates (Truck roll, Fuel, Administrative, or others).

11.3 No service, repair, or emergency response work, other than actions necessary to mitigate an immediate life-safety emergency, shall be performed without prior authorization from the General Services Director or designee. The County shall not be responsible for payment of unauthorized work.

Part A: Inspection and Testing Pricing Sheet

12.0 Unit Costs

12.1 Vendor shall provide total cost and be all-inclusive. Vendors’ pricing, per unit, shall include all of the vendors’ related cost to include but not limited to reporting fees, insurance, depreciation, trip related charges, fuel surcharge and mileage. * Inspections must be performed as listed on pricing sheet.

12.2 Annual Inspection:

Building Name Inspection Hours Annual Inspection Cost

Western Library Anytime

CCATS / County Garage Anytime

Health Department Anytime

General Services Anytime

Civic Center Anytime

Senior Center Anytime

Social Services Anytime

Courthouse Complex Anytime

Jail Anytime

Beaufort Square Anytime

Humane Society Anytime

12. 3 Monitoring:

Building Name Monthly Setup Cost

Western Library

CCATS / County Garage

Health Department

General Services

Civic Center

Senior Center

Social Services

Courthouse Complex

Jail

Beaufort Square

Humane Society

12.4 UL Certification Cost:

12.5 Additional Buildings

New buildings can be added to the contract at the following unit cost.

12.6 As-needed Service and Repair Sheet

12.6.1 Daytime Service (Monday – Friday, 6am to 6pm)

Technician / Foreman

Standard Hourly Rate $ ______________________________ Overtime Hourly Rate $ _______________________________

12.6.2 Overtime and Emergency Service (Hours outside of 6am to 6pm)

Technician / Foreman Standard Hourly Rate $ ______________________________ Overtime Hourly Rate $ _______________________________

12.6.3 Percent Markup For Materials And Subcontractors

Percent markup to be added to materials / parts cost (no more than 25%) %__________ Percent markup to be added to subcontractors invoice (no more than 5%) %__________

13.0 Additional Provisions

13.1 Any damages caused by the Contractor shall be repaired or replaced at the Contractor’s expense, subject to the County’s discretion.

13.2 The awarded Contractor shall execute a contract with the County and comply with all Terms and Conditions and the Agreement for Services.

13.3 The Contractor shall obtain the required permits, if required, give all notices to the County POC (including a copy of any permits), and comply with all laws, ordinances, codes, rules and regulations bearing on the conduct of the work. Permits shall be posted onsite at project location. No time extensions shall be granted or financial consideration given to the Contractor for time or monies lost due to violations of any such ordinance, code, law or regulations that may occur.

14.0 Carteret County POC

All inquiries concerning the Scope of Services, Proposal Submission Requirements or Site Visits should be directed to:

Dwayne Eury General Services Director

5231 Business Drive, Newport, NC 28570 Email: Dwayne.Eury@carteretcountync.gov

Telephone: 252-728-8563

Proposals shall be emailed, mailed, and/or hand delivered to the address of the POC shown above, and if mailed the sealed envelope shall clearly state the name of this RFP. It is the sole responsibility of the Contractor to ensure that their proposal arrives by the designated submission date assigned.

Issued Date: July 2, 2026

Questions Due: No later than July 22, 2026, at 4:00pm

Due Date: Proposals to the attention of Dwayne Eury are due no later than July 29, 2026 by 10:00 AM, EST.

mailto:Dwayne.Eury@carteretcountync.gov

15.0 References

Provide at least three (3) references

Company Name: _____________________________________________________________________

Address: ___________________________________________________________________________

Type of Business: ____________________________________________________________________

Contact Person: _____________________________________________________________________

Contact Information: _________________________________________________________________

Type of Business: ____________________________________________________________________

Type of Business: ____________________________________________________________________

AGREEMENT FOR SERVICES

THIS AGREEMENT FOR SERVICES (“Agreement”) is made this [] day of [], [] (the “Effective Date”), by and between the County of Carteret, a North Carolina municipal corporation (the “County”), and [SERVICE PROVIDER]1, a [SERVICE PROVIDER TYPE] [State of____________] CORP] 2 (“Service Provider”). The County and Service Provider are at times collectively referred to hereinafter as the “Parties” or individually as a “Party”.

WHEREAS, the County desires to engage Service Provider to provide the services described on Exhibit A attached hereto, together with an additional service reasonably implied and inferred therefrom or customarily provided in the performance of services of the nature to be provided by Service Provider pursuant hereto (the “Service”); and WHEREAS, Service Provider desires to render the service in accordance with this Agreement, and has the experience, staff, and resources to perform such Service.

NOW THEREFORE, the County and Service Provider, in consideration of their mutual covenants and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby agree as follows:

SECTION I. ENGAGEMENT OF SERVICE PROVIDER

A. Engagement- Service Provider shall perform the Service and the County shall pay Service Provider for the

Performance of such Service as set forth herein.

B. Independent Contractors- The relationship between the Parties shall be that of independent contractors. Without limiting the generality of the foregoing, the Parties acknowledge and agree that Service Provider, its employees, subcontractors, and suppliers are not individually or collectively to be deemed an employee or employees of the

County under any circumstances. Furthermore, nothing in this Agreement shall under any circumstances be construed to make the County and Service Provider joint venturers, partners, or parties to similar relationships with each other.

SECTION II. PROVISION OF THE SERVICES

1 E.g., “Acme Consulting, Inc.”, “XYZ Professional Services, LLC”, “John Q. Public”, etc. The Service Provider's full legal name should be used here and on the signature page, including the “Inc.”, “LLC” or other designation indicating the type of entity if Service Provider is an entity (e.g., “Acme Consulting, Inc.” rather than “Acme Consulting”).

2 E.g., corporation, professional corporation, limited liability company, professional limited liability company, limited liability partnership, etc. Note that the legal name should give some indication regarding the type of entity—i.e., “Inc.” or “Corp.” or “Corporation” = a corporation; “LLC” = a limited liability company; “LLP” = a limited liability partnership. If Service Provider is an individual, replace the last two bracketed placeholders in this paragraph with the following: “individual resident of the State of [SERVICE PROVIDER'S STATE OF RESIDENCE]”.

A. Provision of the Services- Service Provider will provide the Services in accordance with the terms and conditions of this Agreement.

B. Fees- The County will pay Service Provider for provisions of the Services consistent with the hourly rates and/or fixed amounts set forth on Exhibit A, with the total payment to Services Provider under this Agreement not to exceed

C. Additional Services- Any work required by the County but which goes beyond the scope of the services will be classified as “Additional Services.” Additional Services will be negotiated on an individual project basis and, if such negotiations are successful, will be governed by an amendment to this Agreement or a new separate agreement between the Parties.

SECTION III. RESPONSIBILITIES OF SERVICE PROVIDER AND COUNTY

A. Service Provider’s Responsibilities

1. Service Provider shall be responsible for the quality, technical accuracy, and the coordination of all Services (including all related deliverables (the “Deliverables”)) furnished by Service Provider under this Agreement.

2. The Services shall be performed consistent with the schedule, if any, set forth on Exhibit A. If no such schedule is set forth on Exhibit A, the Services shall be provided within a reasonable time established by the County. Service Provider agrees to provide progress reports regarding its performance of the Services in a format acceptable to the County and at intervals established by the County. The County will be entitled at all times to be promptly advised, at its request and in writing, as to the status of Services being performed by Service Provider and of the details thereof.

3. In the event there are delays on the part of the County as to the approval of any of the materials submitted by Service Provider, or if there are delays occasioned by circumstances beyond the control of Service Provider which delay the Services’ completion date as specified on Exhibit A, the County may grant to Service Provider an extension of the contract time equal to the aforementioned delays, provided there are no changes in compensation or scope of services.

4. It shall be the responsibility of Service Provider to ensure at all times that sufficient contract time remains within which to complete the Services. Time is of the essence with respect to Service Provider’s performance of the Services.

5. In the event that Service Provider fails to timely complete the performance of all Services in accordance with the timeframe set forth on Exhibit A, the County shall have the right to cease making any partial progress payments following expiration of such timeframe. No further payments under this Agreement will be made until a time extension is granted by the County or all Services have been completed and accepted by the County in writing.

6. Service Provider shall submit to the County such Project documentation and Deliverables as agreed to by Service Provider and the County on Exhibit A. Service Provider shall not be liable for use by the County of said Deliverables for any purpose other than those intended by the terms of this Agreement.

7. All plans, specifications, analytical tools, maps, documents, reports, and/or other Deliverables prepared or obtained under this Agreement shall be considered “works made for hire” (as defined in 17 U.S.C. §101) for the County and shall become the property of the County without restriction or limitation on their use. To the extent that any of the Deliverables do not constitute a “work made for hire”, Service Provider hereby irrevocably assigns, and shall cause its employees, agents, and other personnel (collectively, “Personnel”) to irrevocably assign to the County, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Service Provider shall cause its Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such its Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables. Upon the County’s reasonable request, Service Provider shall, and shall cause its Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the County to prosecute, register, perfect, or record its rights in or to any Deliverables.

8. The general cost principles and procedures for the negotiation and administration, and the determination or allowance of costs under this Agreement shall be as set forth in the Code of Federal Regulations, Titles 23, 48, and 49 and other pertinent Federal, State, and County Regulations, as applicable, with the understanding that there is no conflict between County, State, and Federal Regulations and, in the event, there is a conflict, the more restrictive of the applicable regulations will govern.

9. Service Provider’s right to reimbursement for travel costs, if any, will be addressed in the compensation provisions set forth on Exhibit A.

10. Service Provider shall comply with all applicable construction specifications and policies provided to it by the County during Service Provider’s provision of the Services.

11. Prior to provision of the Services, Service Provider shall, by written notice to the County, designate a representative to act on behalf of Service Provider with respect to the Services to be performed hereunder (the “Designated Representative”). The Designated Representative’s decisions, agreements, and actions relating to the Services to be provided hereunder shall be binding upon Service Provider. If the County requests that Service Provider designate a different Designated Representative, Service Provider will do so within five (5) calendar days of Service Provider’s receipt of written notice from the County regarding such request. If Service Provider decides to change the Designated Representative, Service Provider will give written notice to the County of its new Designated Representative and the effective date of such change.

12. Prior to the commencement of Service Provider’s provision of Services (a) the County will provide written notice to Service Provider of the requirement, if any, to provide payment and/or performance bonds relating to the Services, and (b) Service Provider shall provide any such bonds so required by the County in connection therewith.

B. The County’s Responsibilities

1. The County shall designate and fully authorize an appointed representative(s) to act on behalf of the County with respect to this Agreement. The representative’s instructions, requests, and decisions on behalf of the County will be binding to all matters pertaining to this Agreement.

2. The County shall provide existing data, plans, reports, and other information known to, in possession of, or under control of the County which are relevant to the execution of the duties of Service Provider under this Agreement, and shall provide information regarding Project and task objectives, constraints, criteria, relationships, flexibility, systems, site features, and other requirements that exist as of the Effective Date or which may develop during the performance of this Agreement, and shall assist Service Provider in obtaining needed information from the County’s files.

3. The County shall furnish or cause to be furnished data prepared by others, or services of others, except those data and services which are to be provided by Service Provider pursuant to Exhibit A.

SECTION IV. TERM

A. Duration- The term of this contract will be for a period of one (1) year beginning as early as July 31, 2026 and ending on June 30, 2027. The option to renew this contract may be offered for five (5) one (1) year renewals at the discretion of Carteret County Government.

B. Award of Contract Carteret County Government reserves the right to award to multiple Contractors deemed to be fully qualified and best suited among others submitting proposals on the basis of the evaluation factors included within this RFP. Once the proposals are ranked by Carteret County Governments Committee and the qualified contractor is determined, Carteret County Government may conduct further negotiations, and/or request presentations to any or all Contractors. Carteret County Government reserves the right to accept or reject, in whole or in part, proposals directed to the best interest of the County. Each Contractor shall fill out the required information within this RFP, submit Certificate of Insurance for liability and Worker’s Compensation in order for the proposal to be qualified.

C. Evaluation Criteria – Proposals will be evaluated based on:

Overall cost -30% weight Qualifications and Experience – 20% weight Scope compliance and approach – 20% weight Past performance and references – 20% weight Response capability and staffing – 10% weight

SECTION V. COMPENSATION AND PAYMENT

As compensation for Service Provider’s performance of the Services, the County agrees to pay Service Provider at the rates and in the amounts set forth on Exhibit A and subject to the provisions of this Section V.

A. Invoices

1. Submittal- Service Provider’s invoices to the County for compensation for Services (“Invoices”) shall be submitted on a monthly basis. Each invoice shall reference this Agreement. The County shall have thirty

(30) calendar days from the County’s receipt of an invoice to report any concerns about the Invoice to Service Provider. Any concerns shall be promptly addressed by Service Provider to the reasonable satisfaction of the County, and Service Provider shall submit a revised invoice after the County’s concerns about the invoice have been addressed.

2. Payment- Payment terms for any undisputed items are thirty (30) calendar days after the County receipt of each accurate and properly submitted invoice.

3. Required Detail- Each invoice shall be submitted to the County with detail and supporting documentation sufficient to process the invoice for payment and for proper pre-audit and post-audit thereof.

4. Dispute Items- If any items in any invoice are disputed by the County for any reason, including the lack of supporting documentation, the County shall promptly notify Service Provider of the dispute and required clarification and/or remedial action. After any dispute has been settled, Service Provider shall include the disputed items on a subsequent regularly scheduled invoice or on a special invoice for the disputed items only.

5. Audit of Records- Service Provider agrees to maintain all books, documents, papers, accounting records, and other evidence pertaining to Services performed under this Agreement and to make such materials available for the County audit or inspection at the County office during the Term and for five (5) years from the date of final payment.

6. Executed contract documents, insurance certifications and, upon completion and acceptance of the work, invoices and other information requested are to be sent to:

Dwayne Eury General Services Director

5231 Business Drive, Newport, NC 28570 Email: Dwayne.Eury@carteretcountync.gov

SECTION VI. INSURANCE AND INDEMNIFICATION

A. Insurance Coverage

The contractor, at its own expense, shall keep in force and maintain at all times during this Agreement:

1. Commercial General Liability Insurance- Commercial General Liability Insurance, issued by responsible insurance companies and in a form acceptable to the County, protecting and insuring against all the foregoing with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence for Bodily Injury and Property Damage.

2. Automobile Liability Insurance- Automobile Liability coverage shall be in the minimum amount of One Million

Dollars ($1,000,000) per occurrence.

3. Workers’ Compensation Coverage- Full and complete Workers’ Compensation Coverage, as required by North

Carolina state law, shall be provided.

4. Insurance Certificates- Contractor proposals may have generic insurance certificates inserted illustrating coverage limits available to the Contractor. Following the notice of award, the Contractor shall provide the

County with certificate(s) of Insurance on all the policies of insurance and renewals thereof in a form(s) acceptable to the County. Said Commercial General Liability policy shall provide that the County be an additional named insured. The County shall be notified in writing of any reduction, cancellation or substantial change of policy or policies at least thirty (30) days prior to the effective date of said action. All insurance policies shall be issued by responsible companies who are acceptable to the County and licensed and authorized to do business under the laws of North Carolina.

5. Indemnification

1. General Indemnification- Service Provider shall defend, indemnify, and hold harmless the County and its officers, directors, employees, agents, successors, and permitted assigns (each, an “Indemnitee”) from and against all losses, damages, liabilities, deficiencies, actions, judgment, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or negligent acts or omissions of Service Provider or its Personnel; and

(b) Service Provider’s breach of any representation, warranty, or obligation of Service Provider set forth in this Agreement.

2. Intellectual Property Indemnification- Service Provider shall defend, indemnify, and hold harmless the County and its officers, directors, employees, agents, successors, and permitted assigns from and against all Losses based on a claim that any of the Services (or related Deliverables) or the County’s receipt or use thereof mailto:Dwayne.Eury@carteretcountync.gov infringes any intellectual property right of a third party; provided, however, that Service Provider shall have no obligations under this Section VI.B.2 with respect to claims to the extent arising out of: (a) any instruction, information, designs, specifications, or other materials provided by the County in writing to Service Provider; (b) use of any Deliverables in combination with any materials or equipment not supplied to the County or specified by Service Provider in writing, if the infringement would have been avoided by the use of the Deliverables not so combined; or (c) any modifications or changes made to any Deliverables by or on behalf of any person other than Service Provider or its Personnel.

SECTION VII. TERMINATION

A. Termination for Breach- This Agreement may be terminated by either Party upon notice to the other

Party in the event of the other Party’s material breach of this Agreement; provided that no termination for material breach may be effected unless the breaching Party fails to cure such breach within ten (10) calendar days following its receipt of notice of such breach from the non-breaching Party.

B. Termination for Convenience. The County may terminate this Agreement at any time for its convenience upon notice to Service Provider. If this Agreement is terminated by the County pursuant to this Section VII.B, Service Provider shall be paid for the portion of Services satisfactorily performed through the effective time of such termination.

C. Post-Termination Obligations. Upon any termination effected pursuant to this Section VII, Service

Provider shall (1) promptly discontinue all Services affected, and (2) deliver or otherwise make available to the County all documents, data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by Service Provider in performing this

Agreement, whether completed or in process.

D. County May Prosecute Services. Upon any termination effected pursuant to this Section VII, the County may take over the performance of the Services and prosecute the same to completion by agreement with a third party or otherwise.

E. Survival. The rights and obligations of the Parties set forth in this Section VII.E and Section I.B, Section

III.A.8, Section V, Section VI, Section VII.C, Section VII.D, Section VIII, and Section X, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

SECTION VIII.

SERVICE PROVIDER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

A. A. E-Verify. Service Provider represents, warrants, and certifies to the County that it currently complies with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes, and covenants that at all times during the Term, it will continue to comply with these requirements. Service Provider also covenants that it will require that all of its subcontractors that provide any of the Services to comply with the requirements of Article

2 of Chapter 64 of the North Carolina General Statutes. Service Provider’s breach of its representations, warranties, and/or covenants in this Section VIII.A shall be deemed to be a material breach of this Agreement.

B. Compliance with Legal Requirements. Service Provider will comply with all applicable local, state, and federal laws, regulations, ordinances, and rules relating in any way to the provision of the Services, including, without limitation, all such laws, regulations, ordinances, and rules prohibiting discrimination on the grounds of race, color, religion, sex, age, disability, national origin, or other protected classes in the performance of Services under this Agreement.

C. Skill, Title, Non-Infringement, and Conformity with Specifications. In addition to the implied warranties of merchantability and fitness for a particular purpose, which are hereby incorporated by reference with respect to the Services, Service Provider further represents and warrants to the County that:

1. it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement;

2. the County will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind;

3. none of the Services, Deliverables, and the County’s use thereof infringe or will infringe any intellectual property right of any third party, and, as of the date hereof, there are no pending or, to

Service Provider’s knowledge, threatened claims, litigation, or other proceedings pending against

Service Provider by any third party based on an alleged violation of such intellectual property rights;

4. the Services and Deliverables will be in conformity in all material respects with all requirements or specifications stated in this Agreement for a period of two (2) years from full completion of the Services.

D. Confidential Information. Service Provider agrees: (a) not to disclose or otherwise make available Confidential

Information to any third party without the prior written consent of the County; provided, however, that Service

Provider may disclose the Confidential Information to its Personnel and legal advisors who have a “need to know”, who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section; (b) to use the Confidential Information only for the purposes of performing its obligations under this Agreement; and (c) to immediately notify the County in the event it becomes aware of any loss or disclosure of any of the Confidential Information. If Service Provider becomes legally compelled to disclose any Confidential Information, Service Provider shall provide: (x) prompt written notice of such requirement so that the County may seek, at its sole cost and expense, a protective order or other remedy; and (y) reasonable assistance, at the County’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, Service Provider remains required by law to disclose any Confidential Information, Service Provider shall disclose no more than that portion of the Confidential Information which, on the advice of

Service Provider’s legal counsel, Service Provider is legally required to disclose. As used herein, “Confidential

Information” means any information that is treated as confidential by the County, including but not limited to all non-public information about the County’s business affairs, products or services, intellectual property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as “confidential.” Confidential Information shall not include information that: (a) is already known to Service Provider without restriction on use or disclosure prior to receipt of such information from the County; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, Service Provider; (c) is developed by Service Provider independently of, and without reference to, any Confidential Information of the County; or (d) is received by

Service Provider from a third party who is not under any obligation to the County to maintain the confidentiality of such information.

E. No Debarment. Service Provider represents and warrants to the County that Service Provider is not currently (a) under sanction, exclusion, or investigation (civil or criminal by a federal or state enforcement, regulatory, administrative, or licensing agency) or otherwise ineligible for federal or state program participation, or (b) listed on North Carolina or any other state or federal debarment databases (e.g., Office of Inspector General and

System for Award Management).

SECTION IX. MEETINGS

A. General. Subject to any more specific provisions set forth on Exhibit A, Service Provider will make such reviews, attend such meetings, and make such contacts as are necessary to maintain the schedule for any County project to which the Services relate (the “Project”) and for proper preparation of plans, documents, specifications, and special provisions.

B. Status Updates. Service Provider may be required to meet with representative(s) of the County to review the status of the Services and/or the Project. These meetings will not be required unless problems arise that cannot be resolved during the Parties’ regular meetings. Such additional meetings, if needed, shall be held at the

County’s office or at the Project site as appropriate.

SECTION X. MISCELLANEOUS

A. Entire Agreement; Conflicting Provisions. This Agreement, together with all Exhibits and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In case of a conflict between the provisions of this Agreement and the provisions of any attachment or other document referenced by or incorporated into this Agreement, the provisions of this Agreement shall control and prevail. Any terms and conditions or similar provisions submitted by Service Provider on any Invoice or other form shall not become a part of this Agreement unless agreed upon in a writing executed by a duly authorized representative of the

County. Without limiting the generality of the foregoing, the Parties acknowledge and agree that Exhibit A attached hereto may take the form of Service Provider’s proposal for the Services, in which case any verbiage set forth on Exhibit A that (a) conflicts with the provisions of this Agreement or its other Exhibits, or (b) adds any terms, conditions, qualifications, covenants, or agreements beyond the matters that this Agreement specifically contemplates to be addressed on Exhibit A (i.e., a description of Services, the compensation payable to Service

Provider for the Services, the documentation and deliverables to be provided in connection with the Services, and the schedule for performance of the Services), shall be disregarded and of no force or effect.

B. Captions and Headings. The captions and headings contained in this Agreement are for convenience and reference only, and do not define, describe, extend, or limit the scope or intent of this Agreement or the scope or intent of any provision contained herein.

C. Severability. The invalidity of one or more phrases, sentences, clauses, or sections in this Agreement shall not affect the validity of the remaining portions of this Agreement, so long as the material purpose of this

Agreement can be determined and effectuated.

D. No Waiver. Any failure by either Party to enforce any of the provisions of this Agreement or to require compliance with any of its terms shall in no way affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of such Party thereafter to enforce any such provision.

E. Counterparts. This Agreement may be signed in any number of counterparts, and all such counterparts together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

F. Governing Law; Jurisdiction. This Agreement and performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of North Carolina without giving effect to its principles regarding conflicts of laws. Any legal suit, action, or proceeding arising out of or related to this Agreement or the

Services provided hereunder shall be instituted exclusively in the courts of North Carolina located in Carteret

County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. To the extent permitted by applicable law, if any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this

Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party, in addition to any damages and costs otherwise awarded to the prevailing Party.

G. Equitable Relief. Each Party acknowledges that a breach by a Party of Section III.A.8 or Section VIII.D may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching

Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this

Agreement to the contrary.

H. Successors and Assigns; Assignment. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement. Neither Party may assign, sublet, subcontract, or transfer any interest in this

Agreement without the prior written consent of the other Party.

I. Amendments and Waivers. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each Party hereto. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

J. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); or (b) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section X, J):

If to the County:

The County of Carteret Purchasing Department 302 Courthouse Square Beaufort, NC 28516

If to Service Provider:

(See Service Provider’s address for notices on the signature page hereof.)

K. Disclosure. Service Provider agrees that it shall make no statements, press releases, or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars, thereof, without first notifying the County and securing its consent in writing. Service Provider also agrees that it shall not publish, copyright, or patent any of the Deliverables or other work product furnished to the County pursuant to this Agreement, it being understood that all such Deliverables or other work product is the exclusive property of the County.

L. Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words

“herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof, and (y) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This

Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

M. Continuation of Performance of the Services During Dispute. During the pendency of any dispute between the

Parties arising out of or relating to this Agreement, provided that Service Provider’s continued performance of

Services is requested by the County in writing, it shall be the responsibility of Service Provider to continue to provide the Services in conformity with the Agreement. The County shall, subject to its right to withhold amounts to cover damages allegedly caused by Service Provider’s breach or default under this Agreement, continue to pay Service Provider any undisputed amounts in accordance with this Agreement. For the avoidance of doubt, the provisions of this Section X.M shall not apply in the event of a termination of this Agreement pursuant to Section VII.

N. Representation of Authority.