ITB - Re-Advertisement Longwood Rd. Ancillary Items - clean.pdf

RE-ADVERTISEMENT

Longwood Road Sewer Project Ancillary Items DWI Project No. SRP-W-ARP-0297-CN5

ISSUE DATE: April 22, 2026

DUE DATE: May 6, 2026

BRUNSWICK COUNTY

INVITATION TO BID

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1. OVERVIEW

Pursuant to N.C.G.S. § 143-129 and 2 C.F.R. 200.320, Brunswick County is soliciting sealed bids for ancillary materials related to the Longwood Road Sewer Project. This is a re-advertisement for the Electrical and Grinder Packages Groups due to an insufficient number of bids received for each group. If a bidder previously bid on one or both of the aforementioned product groups and would still like to be considered for the award of contract, the bidder must submit a new bid for this re-advertisement.

Brunswick County has received a grant from the North Carolina Department of Environmental Quality, as more particularly set forth herein, to extend sewer service to the Ash, North Carolina area and provide sewer service to underserved property owners along the route. The project includes installing low-pressure sewer collection systems to provide wastewater service to a currently underserved, rural area of Brunswick County. The materials requested in this Invitation to Bid are directly associated with, and necessary for, the completion of this project.

The materials are grouped by product type. It is not required for a bidder to submit a bid for each group; however, if a bidder intends to bid on a group, then the submitted bid must include pricing for all materials in said group. The County reserves the right to award more than one contract to more than one bidder, based on bids received for the various groups. Substitutions will only be permitted with Brunswick County’s prior written authorization. Bidders should list all known substitutions in the submitted bid. Quantities denoted are estimates for bidding purposes only. The County does not guarantee that any minimum or maximum number of purchases will be made under an awarded contract. All materials must comply with the County’s specifications as referenced in the Brunswick County Engineering Design Manual for Water & Sewer Systems.

Each bid must include anticipated lead times for each product in the group.

Notwithstanding the foregoing or anything else to the contrary contained herein, all orders for all materials must be fulfilled, and final invoices submitted to the County for same, no later than October 30, 2026.

Any changes to the specifications herein will be made in the form of an Addendum to this Invitation to Bid and will be supplied to all known prospective bidders and posted on the Brunswick County website. Notwithstanding the foregoing, bidders will be responsible for ensuring that they have all addenda. Brunswick County may negotiate and refine final specifications with the selected bidder.

2. PROJECT FUNDING AND REQUIREMENTS

Brunswick County has received an award of federal funds from the State Reserve Program (“SRP”) grant from the American Rescue Plan Act (“ARPA”) (the “SRP ARPA Funds”) through the North Carolina Department of Environmental Quality (“DEQ”) - Division of Water Infrastructure (“DWI”) as approved under the State Water Infrastructure Authority (“SWIA”). Project Number SRP-W-ARP-0297-CN5 has been assigned to this Longwood https://www.brunswickcountync.gov/245/Engineering-Design-Manual-for-Water-Sewe https://www.brunswickcountync.gov/245/Engineering-Design-Manual-for-Water-Sewe

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Road Sewer Project by DEQ-DWI. The maximum amount of SRP-ARPA Funds from DEQ-DWI is $14,956,200, a portion of which is expected to fund approximately 100% of the ancillary items covered by this procurement, based on initial cost or price analyses performed.

In using such SRP-ARPA Funds, the County must comply with the DEQ-DWI grant award terms and conditions, the ARPA award terms and conditions applicable to the use of SRP- ARPA Funds, regulations issued by the U.S. Department of the Treasury (“Treasury”) governing the expenditure of monies distributed pursuant to ARPA (including, without limitation, the Interim Final Rule (86 Fed. Reg. 26,786 (May 17, 2021) and Final Rule (87 Fed. Reg. 4,338 (January 27, 2022)), and such other guidance as Treasury has issued or may issue governing the expenditure of monies distributed pursuant to ARPA (collectively, the “Regulatory Requirements”). Pursuant to the Regulatory Requirements, the County must also comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other such provisions as Treasury and/or DEQ-DWI have determined or may determine are applicable to the SRP- ARPA Funds.

In accordance with the foregoing requirements, bidders interested in being considered must agree to strictly adhere to all terms and conditions contained herein, including, without limitation, the Regulatory Requirements incorporated by reference as if fully set forth herein, and in the Supplier Agreement, each as may be amended from time to time, as required by Treasury and/or DEQ-DWI. Bidders not agreeing to all terms and conditions and the Regulatory Requirements are expressly prohibited from submitting a bid for consideration.

3. BID DEADLINE AND SUBMISSION REQUIREMENTS

3.1 All sealed bids must be received by Brunswick County no later than May 6, 2026, by 3:00 PM ET, at which time they will be opened publicly and read aloud in the Brunswick County Operations Center Admin Conference Room located at 250 Grey Water Road, Supply, NC 28462.

3.2 All bids must include the following:

The bid title and due date and time.

A cover letter/letter of intent on bidder’s letterhead, signed by an authorized representative of bidder, expressly agreeing to Brunswick County’s terms and conditions contained in this Invitation to Bid and its attachments.

The bidder’s name or company name, address, and telephone number.

The name, address, and telephone number of company representatives with the authority to answer questions or provide clarification regarding the bid’s contents.

A detailed Bid Proposal Form in substantially the form(s) attached hereto and incorporated herein by reference, for each group for which the bidder is

PAGE 4 ITB – RE-ADVERTISEMENT - Longwood Road Ancillary Items submitting a bid. The Bid Proposal Form must include anticipated lead times for each individual product.

Any assistance requirements from Brunswick County.

The name and telephone number of a contact person for at least three (3) references.

Certificate of Insurance as evidence that bidder meets the County’s Minimum

Insurance Requirements attached hereto.

Proof of active SAM.gov registration

Bidders shall provide documentation sufficient to clearly demonstrate that their company meets or exceeds the requirements set forth in this Invitation to Bid. Failure to provide such documentation may result in the bid being deemed non-responsive.

In addition to the foregoing, Brunswick County reserves the right to request financial information for any bidder, in order to support the viability of the bidder.

Those interested should submit one (1) hard copy of the bid. Bids may only be mailed or hand delivered to the following:

Mail: Brunswick County Public Utilities Attn: Trent Murphy P.O. Box 249 Bolivia, NC 28422

Hand Delivery: Brunswick County Public Utilities Attn: Trent Murphy 250 Grey Water Road Supply, NC 28462

Sealed bids must be marked “SEALED BID DO NOT OPEN-LONGWOOD ROAD SEWER PROJECT ANCILLARY ITEMS” and must be received no later than May 6, 2026, at 3:00 PM ET, at which time they will be opened publicly and read aloud as set forth above. Brunswick County will not be responsible for the failure of any mail or delivery service to deliver a bid prior to the stated date and time. Regardless of the manner of submission, any bid received after the stated date and time will not be considered. Incomplete bids or bids inconsistent with the required format may be disqualified from consideration.

4. EXPENSES

Brunswick County will not be responsible for any costs or expenses incurred by the bidder in submitting a bid or for any other activities associated with this procurement. Further, Brunswick County reserves the right to cancel the procurement described herein prior to issuance and acceptance of any contractual agreement even if the Board of Commissioners has formally accepted the recommendation.

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5. RIGHT TO SUBMITTED BIDS AND SUPPORTING DOCUMENTS

All written correspondence, bids and supporting documents received by Brunswick County in connection with this Invitation to Bid will become the property of Brunswick County.

Brunswick County reserves the right to use any ideas in a bid or supporting documents regardless of whether the bid is selected.

6. QUESTIONS/ADDENDA

Questions or requests for further information regarding this Invitation to Bid shall be submitted in writing to the attention of Trent Murphy at trent.murphy@brunswickcountync.com no later than April 27, 2026, at 3:00 PM ET. A copy of all questions, further clarifications and answers will be made in the form of an Addendum to this Invitation to Bid and will be provided to all known bidders and posted on the County’s website. Notwithstanding the foregoing, bidders will be responsible for ensuring that they have all addenda.

Bidders are expressly prohibited from contacting any Brunswick County official or employee regarding this Invitation to Bid, except in the manner noted in this section.

A violation of this provision is grounds for the immediate disqualification of the bidder.

7. FORM OF AGREEMENT

In addition to the terms and conditions contained in this Invitation to Bid, by submitting a bid, bidder, if selected, agrees to enter into and be bound by the provisions of a Supplier Agreement (ARPA Funding) in substantially the form attached hereto and incorporated herein by reference. To the extent that any of the terms of this Invitation to Bid and the terms of the Supplier Agreement conflict, the terms of the Supplier Agreement shall prevail. No agreement will be valid and no work may commence until the agreement has been fully executed by the parties.

8. INSURANCE

To the extent applicable, bidder must procure and maintain in full force and effect during the term of any agreement with Brunswick County, or the renewal of any agreement with Brunswick County, the insurance coverage set forth in the Minimum Insurance Requirements attached hereto and incorporated herein by reference.

In the event bidder fails to maintain any required insurance as outlined herein, Brunswick County may, at its option, obtain the required insurance at the expense of the bidder.

9. BID CONDITIONS

9.1 Submission of a bid indicates explicit acceptance by the bidder of the terms and conditions contained in this Invitation to Bid and any attachments hereto.

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Brunswick County reserves the right to reject, without prejudice or explanation, any or all bids. Brunswick County reserves the right to waive informalities or to amend the specifications of this Invitation to Bid and request new bids at any time prior to the award of a contract. All decisions of Brunswick County shall be final and binding.

9.2 The bidder shall supply a single point of contact through bid acceptance. Brunswick

County will communicate solely through this contact regarding all issues relating to the bid through acceptance.

10. CONSIDERATION OF WITHDRAWAL AND/OR REJECTION OF BID

10.1 Withdrawal

After submission, no bid may be withdrawn by the bidder for a period of ninety

(90) days following the opening date. Until that time, the bid will remain firm and irrevocable.

10.2 Rejection

A bid may be rejected if the bidder fails to:

Submit the bid in the format specified.

Supply the minimum information requested.

Submit all addenda, addenda responses and templates.

Submit the bid by the date and time required.

Submit a cost bid with unbundled, detailed, and itemized pricing.

Provide truthful and accurate information in the bid.

11. AWARD

Brunswick County reserves the right to award a contract, based on initial bids received from bidders, without discussion and without conducting further negotiations. Brunswick County further reserves the right to award more than one contract to more than one bidder, based on bids received for the various product groups. Brunswick County may also, in its sole discretion, initiate further discussions with bidders that it deems to fall within a competitive range. Award shall be made to the lowest responsive, responsible bidder for each product group unless otherwise specified. Brunswick County shall not be deemed to have finally selected a bidder until a contract has been successfully negotiated and signed by both parties. Unless otherwise noted, purchases by Brunswick County under the awarded contract shall be on an as-needed basis only. There will be no guaranteed maximum or minimum purchases under an awarded contract. The quantities for each group are estimates for bidding purposes only. Pricing must remain firm, fixed for the duration of the awarded contract(s).

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12. NON-DISCLOSURE OF INFORMATION

Bidder and its agents shall treat all data and information associated with this Invitation to Bid, including, without limitation, the Invitation to Bid and specifications as confidential.

Bidder and its agents shall not disclose or communicate any information to a third party or use such information in advertising, propaganda and/or in another job or jobs, unless prior written consent is obtained from Brunswick County.

13. NORTH CAROLINA PUBLIC RECORDS

All bids received by Brunswick County shall be considered public information subject to lawful disclosure under North Carolina Public Records Law. Any bid material deemed by the bidder to constitute either proprietary or trade secret material shall be designated as such, and each page or section of a page containing such material shall be so marked by the bidder. In addition, it shall be the sole responsibility of the bidder to demonstrate to a court of competent jurisdiction that their designation is proper. Brunswick County shall not make public any material determined by a court of competent jurisdiction to be proprietary or trade secret. Bidder hereby agrees to indemnify and hold Brunswick County harmless from any and all claims, suits, damages, penalties, or expenses arising out of bidder’s proprietary or trade secret designation.

14. AMENDMENTS/CHANGE ORDERS

After a contract is awarded to a bidder and the parties enter into a formal agreement, a written amendment or change order will be required for any changes to the scope of the project.

15. DISCLAIMER OF FEDERAL GOVERNMENT OBLIGATIONS OR LIABILITY

If applicable, the bidder, and any subcontractors, acknowledge and agree that, notwithstanding any concurrence by the federal government in or approval of the solicitation or award of a contract in connection with this Invitation to Bid, absent the express written consent by the federal government, the federal government is not a party to this solicitation or any subsequent agreement and shall not be subject to any obligations or liabilities to the bidder, or any other party (whether or not a party to this solicitation or subsequent agreement) pertaining to any matter resulting from the solicitation or subsequent agreement. It is further agreed that this clause shall be included in each subcontract, if applicable, and shall not be modified, except to identify the subcontractor who will be subject to its provision.

16. COMPLIANCE WITH FEDERAL LAWS, REGULATIONS, AND EXECUTIVE

ORDERS

Bidder hereby acknowledges that federal financial assistance may be used to fund all or a portion of this procurement. As such, bidder will comply with all applicable federal laws, PAGE 8 ITB – RE-ADVERTISEMENT - Longwood Road Ancillary Items regulations, executive orders, federal government policies, procedures, directives, and the terms and conditions of the funding award. Bidder further acknowledges that funding is contingent upon compliance with the foregoing.

17. FEDERAL UNIFORM GUIDANCE

If funding for this procurement is from a federal source, whether in whole or in part, the following provisions also apply pursuant 2 C.F.R. Part 200, Appendix II (as applicable).

These provisions are incorporated by reference to the extent permitted by applicable statute. They may also be set forth in more detail in the attached Form of Agreement.

Additional provisions may also be set forth in more detail in the attached Form of Agreement, as may be required by the federal grantor agency, on a case-by-case basis.

Contractors must also agree to enter into and be bound by the provisions of the Form of Agreement in substantially the form provided.

Equal Employment Opportunity (41 C.F.R. Part 60) Davis-Bacon Act (40 U.S.C. 3141-3148; 29 C.F.R. Part 5) Copeland “Anti-Kickback” Act (40 U.S.C. 3145; 29 C.F.R. Part 3) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708; 29

C.F.R. Part 5) Clean Air Act (42 U.S.C. 7401 et seq.)

Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.)

Debarment and Suspension (2 C.F.R. § 200.214; 2 C.F.R. Part 3000; Executive

Orders 12549 and 12689) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352 et seq.)

Domestic Preference for Procurements (2 C.F.R. § 200.322) Build America, Buy America Act (2 C.F.R. Part 184; Pub. L. 117-58 §§ 70901-

52) Procurement of Recovered Materials (2 C.F.R. § 200.323) Record Retention Requirements (2 C.F.R. § 200.334; 2 C.F.R. § 200.337) Prohibition on Contracting for Covered Telecommunications Equipment or

Services (2 C.F.R. § 200.216) No Obligation by Federal Government (2 C.F.R. § 200.318(k)) Program Fraud and False or Fraudulent Statements or Related Acts (31 U.S.C.

§§ 3729-3733) Socioeconomic Contracting (2 C.F.R. § 200.321) Providing Good, Safe Jobs to Workers (FEMA Information Bulletin No. 520) Buy Clean (Inflation Reduction Act) Copyrights (2 C.F.R. § 200.315) Title VI of the Civil Rights Act of 1964 Section 504 of the Rehabilitation Act of 1973 The Age Discrimination Act of 1975

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18. SAM.GOV REGISTRATION

Interested bidders must have an active registration in the federal System for Award Management (SAM.gov). Interested bidders must provide proof of such registration with the submitted bid.

19. UTILIZATION OF SMALL BUSINESS CONCERNS

Pursuant to 48 C.F.R. § 52.219-8:

“(a) It is the policy of the United States that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime bidders establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran- owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns.

(b) The Bidder hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Bidder further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Bidder’s compliance with this clause.

(c) Definitions. As used in this contract –

HUBZone small business concern means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration.

Service-disabled veteran-owned small business concern –

(1) Means a small business concern -

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

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(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

Small business concern means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto.

Small disadvantaged business concern means a small business concern that represents, as part of its offer that—

(1)

(i) It has received certification as a small disadvantaged business concern consistent with 13 CFR part 124, subpart B;

(ii) No material change in disadvantaged ownership and control has occurred since its certification;

(iii) Where the concern is owned by one or more individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(iv) It is identified, on the date of its representation, as a certified small disadvantaged business in the CCR Dynamic Small Business Search database maintained by the Small Business Administration, or

(2) It represents in writing that it qualifies as a small disadvantaged business

(SDB) for any Federal subcontracting program, and believes in good faith that it is owned and controlled by one or more socially and economically disadvantaged individuals and meets the SDB eligibility criteria of 13 CFR 124.1002.

Veteran-owned small business concern means a small business concern –

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

Women-owned small business concern means a small business concern –

(1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

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(d)

(1) Bidders acting in good faith may rely on written representations by their subcontractors regarding their status as a small business concern, a veteran-owned small business concern, a service-disabled veteran-owned small business concern, a small disadvantaged business concern, or a women-owned small business concern.

(2) The bidder shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing the System for Award Management database or by contacting the SBA. Options for contacting the SBA include –

(i) HUBZone small business database search application Web page at http://dsbs.sba.gov/dsbs/search/dsp_searchhubzone.cfm or http://www.sba.gov/hubzone;

(ii) In writing to the Director/HUB, U.S. Small Business Administration, 409

3rd Street, SW., Washington DC 20416; or

(iii) The SBA HUBZone Help Desk at hubzone@sba.gov.”

20. ENERGY CONSERVATION REQUIREMENTS

Pursuant to 42 U.S.C. 6321 et seq., the bidder agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

21. AMERICANS WITH DISABILITIES ACT (ADA)

The bidder agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC § 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794; 49 USC § 5301(d); and any implementing requirements of the federal government. These regulations provide that no handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this bid.

22. PRIVACY ACT

The bidder agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. The bidder agrees to obtain the express consent of the federal government before the bidder or its employees operate a system of records on behalf of the federal government. The bidder understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract.

http://dsbs.sba.gov/dsbs/search/dsp_searchhubzone.cfm mailto:hubzone@sba.gov

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The bidder also agrees to include these requirements in each subcontract, if applicable, to administer any system of records on behalf of the federal government financed, in whole or in part, with federal assistance.

23. DRUG-FREE WORK PLACE

The bidder shall adhere to the federal Drug Free Workplace requirements as outlined in 2 C.F.R. § 182. Bidder shall make good faith efforts to maintain a drug-free workplace, publish a workplace statement and establish drug-free awareness programs for employees.

Bidder should take action concerning employees who are convicted of violating drug statutes in the workplace. Bidder shall contact Brunswick County if bidder cannot adhere to the requirements of the federal regulations noted above. Failure to comply with said provisions shall be considered a breach of contract.

24. CERTIFICATION

Bidder hereby certifies that it has carefully examined this Invitation to Bid and all attachments hereto, including, without limitation, the Form of Agreement. Bidder certifies that it understands and accepts all terms and conditions contained in the Invitation to Bid, including, without limitation, the Form of Agreement, and that it has knowledge and expertise to fulfill the obligations of the Invitation to Bid. By submitting a bid, bidder certifies that its bid is fair in all respects and without collusion or fraud.

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FORM OF AGREEMENT

NORTH CAROLINA

SUPPLIER AGREEMENT

BRUNSWICK COUNTY [ARPA Funding]

THIS SUPPLIER AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into by and between Brunswick County, a body politic and corporate of the State of North Carolina, (hereinafter referred to as the “County”), party of the first part, and {Vendor Name}, (hereinafter referred to as the “Supplier”), party of the second part.

WHEREAS, Brunswick County has received an award of federal funds from the State Reserve Program (“SRP”) grant from the American Rescue Plan Act (“ARPA”) (the “SRP ARPA Funds”) through the North Carolina Department of Environmental Quality (“DEQ”) - Division of Water Infrastructure (“DWI”) as approved under the State Water Infrastructure Authority (“SWIA”); and

WHEREAS, Project Number SRP-W-ARP-0297-CN5 has been assigned to this

Longwood Road Sewer Project by DEQ-DWI; and

WHEREAS, the maximum amount of SRP-ARPA Funds from DEQ-DWI is $14,956,200, which is expected to fund 100% of the ancillary materials covered by this Agreement; and

WHEREAS, in using such SRP-ARPA Funds, the County must comply with the DEQ- DWI grant award terms and conditions, the ARPA award terms and conditions applicable to the use of SRP-ARPA Funds, regulations issued by the U.S. Department of the Treasury (“Treasury”) governing the expenditure of monies distributed pursuant to ARPA (including, without limitation, the Interim Final Rule (86 Fed. Reg. 26,786 (May 17, 2021) and Final Rule (87 Fed. Reg. 4,338 (January 27, 2022)), and such other guidance as Treasury and/or DEQ_DWI has issued or may issue governing the expenditure of the SRP-ARPA funds (collectively, the “Regulatory Requirements”); and

WHEREAS, pursuant to the Regulatory Requirements, the County must comply with the

Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other such provisions as Treasury and/or DEQ-DWI have determined or may determine are applicable to the SRP-ARPA Funds; and

WHEREAS, pursuant to 2 C.F.R. § 200.327, the County must include within this

Agreement applicable provisions described in Appendix II to 2 C.F.R. Part 200, each of which is contained herein; and

WHEREAS, the County shall not enter into this Agreement or make any distributions of funds to the Supplier using monies from the SRP-ARPA Funds absent the Supplier’s agreement and adherence to each term and condition contained herein.

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NOW THEREFORE, the Supplier and the County do mutually agree as follows:

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them below:

(1) “Administering Agency” shall have the meaning specified in 41 C.F.R. § 60-1.3.

(2) “Applicant” shall have the meaning specified in 41 C.F.R. § 60-1.3, which is provided here for ease of reference: (“An applicant for Federal assistance involving a construction contract, or other participant in a program involving a construction contract as determined by regulation of an Administering Agency. The term also includes such persons after they become recipients of such Federal assistance.”).

(3) “Laborer” or “Mechanic” shall have the meaning specified in 29 C.F.R. § 5.2(m), which is provided here for ease of reference: (“The term laborer or mechanic includes at least those workers whose duties are manual or physical in nature (including those workers who use tools or who are performing the work of a trade), as distinguished from mental or managerial. The term laborer or mechanic includes apprentices, trainees, helpers, and, in the case of contracts subject to the Contract Work Hours and Safety Standards Act, watchmen or guards. The term does not apply to workers whose duties are primarily administrative, executive, or clerical, rather than manual. Persons employed in a bona fide executive, administrative, or professional capacity as defined in part 541 of [Title 40 of the United States Code] are not deemed to be laborers or mechanics. Working foremen who devote more than 20 percent of their time during a workweek to mechanic or laborer duties, and who do not meet the criteria of [Title 40 of the United States Code], are laborers and mechanics for the time so spent.”).

(4) “Subcontract” shall mean any agreement entered into by a Subcontractor to furnish supplies or services for the performance of this Agreement or a Subcontract. It includes, but is not limited to, purchase orders and changes and modifications to purchase orders.

(5) “Subcontractor” shall mean an entity that receives a Subcontract.

(6) “Tier” shall have the meaning indicated in 2 C.F.R. Part 180 and illustrated in 2 C.F.R.

Part 180, Appendix II.

2. GOODS; PRICING

The goods to be purchased under this Agreement (hereinafter referred to collectively as “Goods”) and the agreed upon price(s) for said Goods are set forth on Exhibit “A” attached hereto.

Any exhibits or attachments referenced herein are hereby incorporated by reference and made a part of this Agreement. Any conflict between the language in an exhibit or attachment and the main body of this Agreement shall be resolved in favor of the main body of this Agreement.

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3. TERM OF AGREEMENT; TERMINATION

(1) Term. The term of this Agreement begins on {Effective Date} (the “Effective Date”) and continues in effect until {Expiration Date}, unless extended or sooner terminated as provided for herein. Notwithstanding the foregoing, pursuant to Sections 602(c)(1) and 603(c)(1) of ARPA, all Fiscal Recovery Funds must be obligated or costs incurred for the use of such funds between March 3, 2021, and December 31, 2024, and all Fiscal Recovery Funds must be fully expended by December 31, 2026 (hereinafter referred to as the “Period of Performance”). Notwithstanding the foregoing or anything to the contrary contained herein, all purchases under this Agreement must be fulfilled by the Supplier and a final invoice for same received by the County no later than October 30, 2026. A cost shall be considered to have been incurred if a contract, agreement, or obligation with respect to such cost has been entered into by December 31, 2024. In accordance with the foregoing, in no event may the term of this Agreement be extended beyond the expiration of the Period of Performance. No purchases may be made under this Agreement until the County receives Authority to Award from DEQ-DWI and the Agreement has been fully executed by both parties.

(2) Termination. The County may terminate this Agreement at any time without cause by giving sixty (60) days’ written notice to the Supplier. As soon as practicable after receipt of a written notice of termination without cause, the Supplier shall submit a statement to the County showing in detail any Goods purchased under this Agreement for which payment has not been made through the effective date of termination. The County may terminate this Agreement for cause by giving written notice of a breach of the Agreement. The Supplier shall have fifteen (15) days to cure the breach following receipt of the notification. Failure to cure the breach within the fifteen (15) days shall result in the immediate termination of the Agreement. Notwithstanding the foregoing, the County may terminate this Agreement immediately and without notice to the Supplier if the Supplier becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against the Supplier, or has a receiver or trustee appointed for substantially all of its property, or if the Supplier allows any final judgment to stand against it unsatisfied for a period of forty-eight (48) hours.

(3) Funding Contingency. Purchases under this Agreement are contingent upon the

County’s receipt of the aforementioned SRP-ARPA grant funding. In the event such funding is not received by the County, the County reserves the right to terminate this Agreement upon fifteen (15) days prior written notice to the Supplier with no further obligation to the Supplier.

4. NONAPPROPRIATION

If the Board of County Commissioners does not appropriate the funding needed by the County to make payments under this Agreement for a given fiscal year, the County will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were

PAGE 16 ITB – RE-ADVERTISEMENT - Longwood Road Ancillary Items appropriated. In such event, the County will promptly notify the Supplier of the non-appropriation and this Agreement will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the County which is attributable to non-appropriation of funds shall constitute a breach of or default under this Agreement.

5. COMPENSATION

(1) Total Charges. The County agrees to pay the price(s) for the Goods specified in the Price List or other document set forth on Exhibit “A” or as set out above. These prices constitute the maximum total charges payable to the Supplier for the Goods during the term of this Agreement.

(2) Price Protection. The Supplier warrants that the prices extended to the County under this Agreement are comparable to or better than those being offered to any other customer purchasing similar quantities of the same or similar Goods. During the term of this Agreement, if the Supplier enters into a contract with another entity that provides more favorable pricing and terms than this Agreement, then the County shall be promptly notified of such changes to the pricing, and the Supplier shall be obligated to provide the same to the County for subsequent purchases. During the term of this Agreement, if lower prices and rates become effective for like quantities of the Goods through a reduction in list prices, promotional discounts, or other circumstances, then the County shall be promptly notified of such changes in pricing, and the County must be given immediate benefit of such lower prices and rates.

(3) Invoices. Unless otherwise specified, the Supplier shall submit monthly invoices to the County and include a complete list all Goods purchased under the terms of this Agreement. Invoices shall only be submitted after Acceptance of the Goods as set forth herein. The County shall pay all undisputed and properly completed invoices within thirty (30) days of receipt. Notwithstanding the foregoing, the County will not pay late fees on any charges under this Agreement. If the County disputes any portion of the charges on any invoice received from the Supplier, the County shall inform the Supplier in writing of the disputed charges. Once the dispute has been resolved, the Supplier shall re-invoice the County for the previously disputed charges, and, per any resolution between the County and the Supplier, the County shall pay those charges in full at that time. No advance payment shall be made for any Goods supplied by the Supplier pursuant to this Agreement.

(4) Purchasing Volume. If this Agreement contemplates ongoing purchases, the Supplier hereby acknowledges that this Agreement does not guarantee that any minimum or maximum purchases will be made. Orders will only be placed when the County identifies a need.

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6. ACCEPTANCE OF GOODS

The Goods delivered under this Agreement shall remain the property of the Supplier until acceptance by the County. Acceptance of Goods shall occur within fifteen (15) days after receipt by the County unless:

(1) The County has notified the Supplier of a defect within such time period. In the event any Goods are defective, the County shall be entitled to terminate the order for such Goods upon written notice to the Supplier and return such Goods to the Supplier at the Supplier’s expense.

(2) The parties have agreed to provide the County with a trial use period for acceptance verification or testing, in which case acceptance of the Goods shall occur upon the successful completion of the acceptance verification or testing period and any agreed upon trial use period.

7. INDEPENDENT CONTRACTOR

Both the County and the Supplier agree that the Supplier shall act as an independent contractor and shall not represent itself as an agent or employee of the County for any purpose in the performance of its duties under this Agreement. The Supplier shall be responsible for payment of all federal, state, and local taxes arising out of its activities in accordance with this Agreement, including, without limitation, federal and state income tax, social security tax, unemployment insurance taxes and any other taxes or business license fees as required. The Supplier shall not be entitled to participate in any plans, arrangements, or distributions by the County pertaining to or in connection with any pension, stock, bonus, profit sharing, or other benefit extended to County employees.

In the event the Internal Revenue Service should determine that the Supplier is, according to Internal Revenue Service guidelines, an employee subject to withholding and social security contributions, then the Supplier hereby acknowledges that all payments hereunder are gross payments, and the Supplier is responsible for all income taxes and social security payments thereon.

8. SUPPLIER REPRESENTATIONS

(1) The Supplier is a duly organized entity or corporation qualified to do business and in good standing under the laws of the State of North Carolina;

(2) The Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;

(3) No approval, authorization, or consent of any governmental or regulatory authority is required to be obtained or made by it in order for the Supplier to enter into and perform its obligations under this Agreement;

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(4) In connection with the Supplier’s obligations under this Agreement, it shall comply with all applicable federal, state, and local laws and regulations and shall obtain all applicable permits and licenses;

(5) The Supplier shall not violate any agreement with any third party by entering into or providing the Goods under this Agreement;

(6) The Supplier will provide all Goods in conformity with the specifications and requirements of this Agreement;

(7) The Supplier will provide all Goods free and clear of all liens and encumbrances;

(8) The Goods provided by the Supplier under this Agreement will not violate, infringe, or misappropriate any patent, copyright, trademark, or trade secret rights of any third party, or any other third-party rights (including without limitation non-compete agreements); and

(9) The Supplier shall ensure that whenever its employees or agents are on County property, they will strictly abide by all instructions and directions issued by the County with respect to rules, regulations, policies, and security procedures applicable to work on the County’s premises. Such rules, regulations, policies, and security procedures shall include, but not be limited to: (i) not possessing any controlled substances; (ii) smoking only in designated smoking areas, if any; and (iii) not possessing weapons, except for weapons possessed by law enforcement officials.

9. WARRANTIES

(1) Specific Warranties. In addition to any other warranties set forth herein, the Supplier shall represent, warrant, and covenant the specific warranties for the Goods attached hereto and incorporated herein.

(2) Assignment of Warranties for Third-Party Products. Without limiting the Supplier’s obligation to provide warranty or maintenance services, the Supplier hereby assigns to the County all of the Supplier’s warranties covering any third-party product delivered under this Agreement. The Supplier will provide copies of all said warranties to the County upon delivery of the covered Goods.

10. DAMAGE TO EQUIPMENT, FACILITIES, PROPERTY OR DATA

The Supplier shall be solely responsible for any damage to or loss of the County’s equipment, facilities, property, and/or data arising out of the negligent or willful act or omission of the Supplier or its Subcontractors. In the event that the Supplier causes damage to the County’s equipment or facilities, the Supplier shall, at its own expense, promptly repair or replace such damaged items to restore them to the same level of functionality that they possessed prior to such damage.

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11. NON-ENDORSEMENT AND PUBLICITY

The County is not endorsing the Supplier or the Goods supplied under this Agreement, and the Supplier is not permitted to reference this Agreement or the County in any manner without the prior written consent of the County. Notwithstanding the foregoing, the parties agree that the Supplier may list the County as a reference in response to requests for proposals and may identify the County as a customer in presentations to potential customers.

12. NON-EXCLUSIVITY

The Supplier acknowledges that the County is not obligated to contract solely with the Supplier for the Goods supplied under this Agreement.

13. DIVESTMENT FROM COMPANIES THAT BOYCOTT ISRAEL

The Supplier hereby certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. § 147-86.80 et seq.

14. COMPLIANCE WITH FEDERAL LAWS, REGULATIONS, AND EXECUTIVE

ORDERS

This is an acknowledgment that federal financial assistance will be used to fund all or a portion of the Agreement. The Supplier will comply with all applicable federal laws, regulations, executive orders, federal government policies, procedures, and directives.

15. BYRD ANTI-LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED)

(1) The Supplier certifies to the County, and the Supplier shall cause each Tier below it to certify to the Tier directly above such Tier, that it has not used and will not use federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352.

The Supplier shall, and shall cause each Tier below it, to disclose any lobbying with non-federally appropriated funds that takes place in connection with obtaining any federal award. Such disclosures (to be set forth on Standard Form-LLL, contained in 31 C.F.R. Part 21, Appendix B) shall be forwarded from Tier to Tier up to the County, which will, in turn, forward the certification(s) to Treasury. The Supplier shall cause the language of this section to be included in all Subcontracts. This certification is a material representation of fact upon which the County has relied when entering into this Agreement, and all liability arising from an erroneous representation shall be borne solely by the Supplier.

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(2) Suppliers that bid or apply for a contract exceeding $100,000 (including this Agreement, if applicable) also must file the required certification with the County.

(3) The Supplier also shall cause any Subcontractor with a Subcontract (at any Tier) exceeding $100,000 to file with the Tier above it the required certification.

16. PROCUREMENT OF RECOVERED MATERIALS

(1) The provisions of this section shall apply if: (1) this Agreement involves the purchase of an item designated by the Environmental Protection Agency (“EPA”) in 40 C.F.R.

Part 247 that exceeds $10,000, or (2) the total value of such designated items acquired during the County’s preceding fiscal year exceeded $10,000.

(2) In the performance of this Agreement, the Supplier shall make maximum use of products containing recovered materials that are EPA-designated items, as set forth in 40 C.F.R. Part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, unless the product cannot be acquired –

(i) Competitively within a timeframe providing for compliance with the

Agreement performance schedule;

(ii) Meeting Agreement performance requirements; or

(iii) At a reasonable price.

(3) The Supplier shall establish an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Information about this requirement, along with the list of EPA-designated items, is available on EPA’s website and in 40 C.F.R. Part 247.

(4) The Supplier also agrees to comply with all other applicable requirements of Section

6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. 6962). This shall include, without limitation, procuring solid waste management services in a manner that maximizes energy and resource recovery.

(5) The Supplier should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single-use plastic products. See Executive Order 14057, section 101, Policy.

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17. PROHIBITION ON CONTRACTING FOR COVERED TELECOMMUNICATIONS

EQUIPMENT OR SERVICES

(1) Definitions. As used in this clause, the terms backhaul; covered foreign country;

covered telecommunications equipment or services; interconnection arrangements;

roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services (Interim), as used in this clause –

(2) Prohibitions.

i. Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after August 13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.

ii. Unless an exception in paragraph (3) of this clause applies, the Supplier and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the federal government to:

a. Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

b. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses…