Pool_Splash_Pad_Services_MVA.pdf

MVA-2025-33

POOL/SPLASH PAD SERVICES MVA

Town of Mooresville, NC

413 North Main Street

Mooresville, NC 28115

RELEASE DATE: June 30, 2025

RESPONSE DEADLINE: August 8, 2025, 2:00 pm

Town of Mooresville, NC

Pool/Splash Pad Services MVA

I. Introduction

II. Scope of Work

III. Services and Deliverables

IV. Cooperation and Delays

V. Payment and Acceptance

VI. Personnel

VII. Term and Termination

VIII. Ownership of Documents and Deliverables

IX. Public Records

X. Representations and Warranties

XI. Conflicts of Interest, Gifts and Favors

XII. Insurance

XIII. Limitation of Liability and Imdemnification

XIV. Event of Default and Survival

XV. Choice of Law and Venue

XVI. Miscellaneous

XVII. Qualifications Package Submittals

Attachments:

A - Exhibit A

B - Exhibit B

C - Town of Mooresville Master Vendor Agreement

D - Authorized Signatory & Electronic Signature Routing Form

#MVA-2025-33

Title: Pool/Splash Pad Services MVA

1. Introduction

1.1. Summary

The Town is seeking to obtain qualifications from vendors to be under contract for use on an as needed basis for Pool/Splash Pad Services for various Town Properties. Multiple vendors may be selected. See scope of work for full details. The Town reserves the right to terminate the contract at any time and for any reason, without explanation.

1.2. Background

Mooresville, North Carolina, is a vibrant community that has experienced significant growth over the past decade. With a population of approximately 55,000 residents, Mooresville is located in the Central

Piedmont region of North Carolina, within the Charlotte metropolitan area, and is part of Iredell County.

Known for its strategic location along the I-77 corridor, Mooresville offers residents and businesses easy access to the larger Charlotte market while thriving as a community of choice in the region. The Town operates under a Council-Manager form of government, with a seven-member Board of Commissioners, including the Mayor, overseeing the town's governance. The Board appoints a Town Manager, who leads the daily operations of the Town with the support of three Assistant Town Managers. As one of the twenty most populous municipalities in North Carolina, Mooresville continues to grow and evolve, making it a dynamic place to live, work, and visit.

DEFINITIONS

The following terms have the meanings given below unless otherwise specified in this Agreement:

“Deliverables” means the Services provided, including goods and materials, identified in the Quote from the Vendor or in a Purchase Order.

“Purchase Order” means a document provided by Town to Vendor to confirm the purchase of goods or services based on a Quote provided by Vendor and that funds are available and authorized for said purchase. Any Purchase Order being made under a Master Vendor Agreement shall reference the number assigned to the Master Vendor Agreement by the Town.

“Quote” means a document issued by the Vendor specifying the Deliverables to be provided for a stated price, at a stated location and within a stated time. Any pre-printed terms and conditions on a Quote or

Purchase Order or on any Vendor issued documents are hereby rejected by the parties, and any such terms are hereby voided.

“Services” means the services furnished by or on behalf of Vendor to the Town under this Agreement and further defined under each Quote and associated Purchase Order.

1.3. Contact Information

Project Contact:

Jacob Crosby Purchasing 413 N Main St Mooresville, NC 28115 Email: jmcrosby@mooresvillenc.gov Phone: (704) 799-4076

Procurement Contact:

Jessie Colton Purchasing Manager 413 N Main St Mooresville, NC 28115 Email: jcolton@mooresvillenc.gov Phone: (704) 662-3184

Department:

Finance Department

Department Head:

Chris Quinn Chief Financial Officer

1.4. Timeline

Release Project Date June 30, 2025

Question Submission Deadline August 6, 2025, 2:00pm

Question Response Deadline August 7, 2025, 2:00pm

Proposal Submission Deadline August 8, 2025, 2:00pm mailto:jmcrosby@mooresvillenc.gov tel:(704)799-4076 mailto:jcolton@mooresvillenc.gov tel:(704)662-3184

2. Scope of Work

2.1. Detailed Specifications

The selected vendor(s) shall be responsible for providing comprehensive pool and splash pad services for the following Town locations:

• Charles Mack Citizen Center

• War Memorial Pool

• Liberty Park Splash Pad

• Hope Park Splash Pad

The selected vendor(s) shall perform a full range of services, including but not limited to the following:

A. Inspection and Maintenance o Perform complete inspections and routine maintenance of all pool and splash pad systems, including but not limited to:

▪ Filtration systems

▪ Heaters

▪ Pumps

▪ Associated mechanical equipment

B. Chemical Supply and Delivery o Provide and deliver all necessary chemical supplies for water treatment, including but not limited to:

▪ Bromine

▪ pH balancers

▪ Other approved chemical agents o Ensure all chemical products comply with applicable safety and environmental regulations.

C. Drain Compliance o Ensure all pool and splash pad drain systems are fully compliant with federal and state regulations, including the Virginia Graeme Baker Pool and Spa Safety Act (VGB Act).

o Perform inspections and make necessary repairs or upgrades to maintain compliance.

o Maintain documentation of all compliance checks and corrective actions.

D. Compliance and Safety Standards o All supplied products and services must meet or exceed relevant industry standards and comply with all federal, state, and local safety regulations.

E. Construction and Repairs o Provide labor and materials for pool and splash pad construction, renovations, and repairs as needed, including:

▪ Tile work

▪ Wall repairs

▪ Sealant application

▪ Pump replacement

▪ ADA-compliant equipment (e.g., access chairs)

▪ Sprinkler heads and related components

F. Documentation and Reporting o Furnish all necessary documentation, including:

▪ Detailed invoices

▪ Product manuals

▪ Safety Data Sheets (SDS)

G. Additional Products and Services o Supply any additional pool or splash pad-related products and services as requested by the

Town.

2.2. Qualifications Package

Vendor will submit qualifications package for consideration by the deadline in the timeline outlining their ability to complete tasks stated in the scope of work. Upon award of Master Vendor Agreement and

Board Of Commissioners approval, vendors will be contacted when items meeting the scope are needed.

Vendor will then submit a quote to the requesting department to be considered for the job. Vendors will be selected based on availability, price, and quality of work.

To be considered, please upload the following documents under 17. Qualifications Package Submittals*.

There is not a minimum or maximum page limit or cover letter requirement.

All documents below are required to be within the submission package.

1. Scope of Work (What services your company will provide based on the requested scope in Section 2)

2. Current price list or pricing table (Ex.- hourly rate for labor, cost for specific jobs if available or applicable)

3. Current COI listing the Town of Mooresville as the certificate exactly like below:

Town of Mooresville

413 N Main Street

Mooresville, NC 28115 and with this language in the description of operations section at the bottom

“Town of Mooresville, its officers, officials, employees, and volunteers are included as additional insured”.

4. W-9

5. Completed Authorized Signatory Form (see attachments for download)

6. Three references

7. Vendor's accounts payable contact information and remit to address.

8. Vendor's NC Secretary of State ID (Business registration with the state is required to do business with the Town).

3. Services and Deliverables

3.1. Services and Deliverables

Vendor shall perform the Services in a good and workmanlike manner and/or provide any goods or materials without damage in accordance with this Agreement and the Quote and associated Purchase

Order. Vendor represents and agrees that:

• Vendor is experienced, qualified, skilled, and fully capable of performing the Services in a competent, ethical, and professional manner;

• Vendor will exercise reasonable care and diligence, and will act in accordance with generally accepted standards of Vendor’s practice that are applicable in the area;

• Vendor shall comply with all applicable federal, state, and local laws, ordinances, codes, rules, and regulations;

• Vendor shall possess all necessary qualifications, licenses, and certifications to perform the

Services or provide the Deliverables;

• Vendor shall perform all work in a timely manner and in accordance with all schedules or agreed upon delivery dates;

• Vendor shall work in good faith with the Town to meet any requirements imposed by the federal or state government or other funding entity if grants are used to fund any portion of the work;

Vendor shall ensure that the individual(s) signing this Agreement have the right and power to do so and bind Vendor to the obligations set forth herein, and such individual(s) warrant that they have such authority. The individual(s) signing this Agreement, furthermore, personally represent and warrant that he/she/they have the authority to sign this Agreement on behalf of Vendor and may be held personally liable for any breach of this representation or warranty.

3.2. Amendment to Agreement

Either party may propose changes to this Agreement. In order to be effective, such changes must be mutually agreed to in a writing signed by both parties.

4. Cooperation and Delays

4.1. Cooperation

The parties agree to reasonably cooperate in good faith to ensure the successful completion of each Quote and associated Purchase Order under this Agreement, including the dedication of resources and personnel necessary to achieve completion within established timeframes and maintaining ongoing communications. Town shall not issue an initial Purchase Order in connection with this Agreement, but will issue individual Purchase Orders referencing this Agreement based on the accepted Quote (each automatically incorporated into this Agreement by reference). The terms of this Agreement shall apply to any and all accepted Quotes and associated Purchase Orders issued either during the term of this

Agreement or during the term of any renewal hereof.

4.2. Town Delay

The Town acknowledges that achieving the completion dates set forth in each Quote is contingent upon the Town’s cooperation, including timely delivery to the Vendor of all reasonably requested content, materials, information, and approvals specified in the Quote. The Town shall be responsible for any delay in the Services and failure to meet the specified due dates to the extent such delay arises out of the

Town’s action or inaction or failure to provide any items reasonably requested by Vendor as set forth herein (“Town Delay”).

4.3. Vendor Delay

Time is of the essence in the performance of this Agreement. In the event the a Quote or Purchase Order specifies a due date, and the Vendor is unable to meet the due date, Vendor shall promptly notify the

Town of the delay. The Vendor shall be responsible for any delay in the Services and failure to meet the specified due dates to the extent such delay arises out of the Vendor’s action or inaction, including the action or inaction of Vendor’s employees, agents or subcontractors (“Vendor Delay”). For purposes of this Section, “Vendor” includes Vendor’s employees, agents, and all subcontractors working for

Vendor. Whether a Vendor Delay constitutes a material breach of this Agreement shall be determined in the reasonable discretion of the Town.

5. Payment and Acceptance

5.1. Invoicing

Vendor shall invoice the Town for the fees payable for the Services and Deliverables to be provided by

Vendor hereunder. Payments for Services and Deliverables accepted by the Town as set forth in each

Quote and/or associated Purchase Order shall be due within forty-five (45) days from the date the Town receives an invoice for same. In the event the Town finds any part of an invoice not to be acceptable, it shall identify to Vendor the part or parts which are not acceptable and shall pay the part or parts of the invoice which are acceptable. The Town shall have the right to deduct from payments to the Vendor any costs or damages incurred, or which may be incurred, by Town as a result of Vendor’s failure to perform the Services, following reasonable notice and opportunity to cure such nonperformance by Vendor.

5.2. Expenses and Equipment

Unless otherwise agreed to in a writing signed by both parties, each party shall be solely responsible for its own expenses associated with performing its obligations under this Agreement, including but not limited to out of pocket expenses paid or incurred by the Vendor (such as travel, lodging, meals, gas, tolls, and mileage), as well as provision and maintenance of all equipment, tools, supplies, hardware, software, facilities, and other materials and services necessary for the performance of the Services and creation of the Deliverables. Town assumes no responsibility for the equipment or property of Vendor used in connection with the performance of its obligations hereunder and no insurance coverage provided to Town by Town’s provider shall apply to said equipment or property.

5.3. Acceptance

All work performed pursuant to this Agreement is subject to inspection and approval by both (i) the

Town, through its authorized employees or agents and (ii) the Town’s Risk Management Department or insurance carrier, which may include without limitation inspection for functionality, as well as regulatory, environmental or occupational compliance. Vendor shall be responsible for the professional quality, technical accuracy, competence, methodology, and coordination of all services hereunder to the satisfaction of the Town.

6. Personnel

Each Party shall be fully responsible for, and comply with all applicable laws, rules, and regulations regarding any personnel performing obligations hereunder, including but not limited to any employees, contractors, subcontractors, consultants, agents, and representatives. Should Vendor use the services of a subcontractor, Vendor shall remain fully responsible for performance of all obligations it is required to perform under this Agreement. No changes in those personnel or subcontractors as designated shall occur without the prior written consent of Town, which shall not be unreasonably withheld, so long as the replacement personnel have the same or higher qualifications than the original personnel or subcontractor submitted and meets all other applicable standards. Should the Town determine in its discretion that any person on the project appears to be incompetent, disorderly, or otherwise unsatisfactory, Town shall notify Vendor in writing and such person shall be removed from the project and shall not again be employed on it except with the prior written consent of the Town. No automatic extension of the

Agreement term will be granted for replacement of personnel or subcontractors.

7. Term and Termination

7.1. Term

The term of this Agreement (the “Term”) shall begin on the Effective Date and continue until

____________________________, unless earlier terminated due to (i) termination for convenience as provided for in Section 6.2 below; or (ii) termination for an Event of Default (as hereinafter defined) as provided for in Article 13 below .

7.2. Termination for Convenience

Either party may terminate this Agreement for convenience, without penalty or further liability, by providing thirty (30) days written notice to the non-terminating party. Upon receipt of notice of termination from the Town, the Town, at its election, can direct Vendor to complete any Services Vendor is currently performing or is contracted to perform and Vendor may complete the delivery of goods already in process prior to the date notice was given, provided that stopping said process is not feasible or practicable.

7.3. Termination For Convenience and Payments

If any payments are outstanding on the date of a termination for convenience, the Town will pay Vendor for any Services performed and Deliverables provided up to the date of notice of termination, and Vendor shall deliver to the Town any and all results of such Services and Deliverables.

7.4. Termination due to Event of Default and Payments

In the event of a termination due to an Event of Default by Vendor, Vendor shall be paid for any Services performed and Deliverables provided up to the date of notice of termination, less any costs or expenses incurred or anticipated to be incurred by the Town due to any errors or omissions of Vendor or by reason of Vendor’s breach of this Agreement.

8. Ownership of Documents and Deliverables

8.1. Ownership of Documents and Deliverables

Town shall be granted, at no additional cost, ownership of all documents and Deliverables, including any reports, memorandum, drawings, specifications, plans, or other documents or goods which are, by their nature, designed to be delivered to the Town under this Agreement. Vendor shall deliver such documents or Deliverables prior to final payment, if not delivered earlier, or within 7 days after termination of this

Agreement if this Agreement is terminated for any reason.

8.2. Other Projects

The Town may use such documents or Deliverables for any reason not related to this project without additional compensation to the Vendor. Such use by the Town for other projects shall be at the full risk of the Town.

8.3. Copyrightable Materials and Inventions

To the extent permitted by law, any copyrightable material or patentable inventions, including but not limited to drawings, photographs, and videos, (herein the “Work Product”), shall be deemed a work for hire and all copyrights in such Work Product shall be the property of the Town. In the event it is determined by that any Work Product is not a work for hire under applicable law, the Vendor hereby assigns to the Town all copyrights, intellectual property rights, and any common law, statutory and other reserved rights to such works constituting the Work Product when and as created with the royalty-free, non-exclusive, worldwide, irrevocable right to reproduce, publish or otherwise use and to authorize others to use, the Work Product for Town purposes. Vendor agrees to execute any documents the Town requests to formalize this transfer and assignment of rights.

9. Public Records

Vendor acknowledges and agrees that the Town is subject to the Public Records Act, as codified in

Chapter 132 of the North Carolina General Statutes. By executing this Agreement, Vendor acknowledges that the Town is obligated to comply with the Public Records Act, which may be amended from time-to-time, and in so complying, the Town may disclose any and all information Vendor has provided to the

Town, including but not limited to, this Agreement and any correspondence from or to Vendor. Pursuant to G.S. 132-1.2(1), the Vendor may designate confidential information as a “trade secret” or

“confidential” and upon the request of Vendor, the Town will not disclose such records that would otherwise be entitled to protection under G.S. 132-1.2(1). The Town will determine in its sole discretion whether such information is entitled to such protection under the Public Records Act. Should the Town withhold such information from any public records request at the request of Vendor, the Vendor shall indemnify and hold the Town harmless from any action or claim brought against the Town that such records are public. The Town shall not be liable to Vendor for disclosing this Agreement, or any documents or communications made or received in relation thereto, to any third party or the public at large, if such disclosure is made by Town in a good faith effort, within its sole discretion, to comply with any public records request or other applicable laws.

10. Representations and Warranties

10.1. Mutual Representations and Warranties

Each of the parties represents and warrants to the other that (i) it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the person executing this Agreement on behalf of such party has been authorized to do so; (iii) this Agreement does not conflict with or breach any Agreement between such party and a third party; (iv) in performing this Agreement, it will comply with all applicable laws, rules, and regulations, whether local, state, or federal and that (v) it will obtain and maintain at its own expense all approvals, permissions, permits, licenses, and other forms of documentation or certification required for its performance under this Agreement, except to the extent expressly stated elsewhere herein.

10.2. Limitation on Contractual Authority

Notwithstanding anything in this Agreement to the contrary, for Purchase Orders in amounts of Ninety

Thousand Dollars ($90,000.00) or more, only the Mayor on behalf of the Town Board of Commissioners or another specifically designated in writing by said person(s) to exercise their respective authority related to the Agreement shall be authorized to enter into, modify or otherwise bind the Town to the Agreement in any way. For any Purchase Order in an amount under Ninety Thousand Dollars ($90,000.00), the

Town Manager shall be authorized to enter into, modify or otherwise bind the Town to the Agreement;

provided, however, that such authority has been granted and may be withdrawn at any time by the Town

Board of Commissioners. Furthermore, the Town Manager shall have the authority to designate in writing Assistant Town Managers to enter into, modify or otherwise bind the Town to Purchase Orders and to authorize in writing other Town employees to enter into, modify or otherwise bind the Town to

Purchase Orders in accordance with Town policy and applicable North Carolina law; provided, however, that such authority has been granted and may be withdrawn at any time by the Town Board or the Town

Manager as the case may be. Any such action shall be taken only by the signed written consent thereof, and no party shall rely upon any verbal communications or otherwise upon the authority of any other agent of the Town in lieu thereof. This provision shall apply to prevent any inadvertent or passive modification to the terms of the Agreement through communications between the parties as may otherwise be allowed by law, including but not limited to any such provision of the North Carolina

Uniform Commercial Code, if applicable.

10.3. Services Warranty

Vendor represents and warrants that, subject to Vendor’s professional and ethical obligations, (i) the

Services will be provided in a timely, professional, and workmanlike manner; (ii) Vendor personnel will have the requisite experience, skills, knowledge, training, licensure (as applicable), and education to perform the Services in accordance with this Agreement; and (iii) any goods, products, or work product which resulted from the Services will comply with all specifications contained in the Quote and/or

Purchase Order and be free from material defects for a period of one (1) year from the date the

Deliverables are completed or delivered and accepted as evidenced by final payment and a formal written acceptance from the Town, if required, unless a longer period is specified in the Quote and/or Purchase

Order or a longer period is necessitated due to a reported defect. Vendor shall, at its sole expense, obtain any and all licenses, permissions, approvals, or similar consents required to perform this Agreement unless otherwise noted. Should there be any deficiency in the Deliverables noted by the Town for cure, even if final payment has been made, then said warranty period shall not begin until said deficiency is cured to the Town’s satisfaction and a formal written acceptance is provided.

10.4. Intellectual Property

Vendor represents and warrants that all Deliverables provided shall be original and shall not infringe any copyright or violate any rights of any persons or entities whatsoever, except that Vendor shall not be responsible for any claim arising solely from Vendor’s adherence to Town’s written instructions or directions which do not involve items of Vendor’s origin, design, or selection. Should any Deliverable not be an original, Vendor warrants that it has obtained all necessary licenses and has the rights to use the copyright, trademark, or other intellectual property rights regarding the Deliverable and to assign the same to Town if necessary. Vendor shall indemnify and hold harmless Town for any breach by Vendor of this warranty.

10.5. Goods and Materials

Vendor represents and warrants that all Deliverables, materials, supplies, and/or goods provided or obtained by Vendor shall be free from defects, be of merchantable quality, and appropriate for the use made thereof.

10.6. Applicable Law

Vendor shall have the sole responsibility to comply and to ensure compliance by any subcontractors with all local, state, and federal laws pertaining to its performance under this Agreement and any Purchase

Order, including adherence to all applicable building or safety codes, life safety requirements, and the acquisition and expense of any required permits, licenses, approvals, or similar consents. By way of example and not limitation, Vendor and all subcontractors Vendor hires shall comply, when applicable, with the Occupational Safety and Health Act of 1970 (“OSHA”) and regulations relating thereto, The

Occupational Safety and Health Act of North Carolina in Chapter 95 of Article 16 in the North Carolina

General Statutes and any regulations relating thereto, the Americans with Disabilities Act of 1990

("ADA”), the 2010 Americans with Disabilities Act Standards for Accessible Design and other laws or regulations relating thereto, the Comprehensive Environmental Response, Compensation and Liability

Act of 1980 (CERCLA), as amended by the Superfund Amendment and Reauthorization Act of 1986

(SARA) and related regulations of the Environmental Protection Agency (“EPA”). Town, in its sole discretion, may require Vendor or its subcontractors to submit a safety plan. Additionally, Vendor shall comply with any Town standards of conduct while on Town property or while performing work on behalf of the Town. Failure to comply with applicable law or other standards shall be grounds for immediate termination.

11. Conflicts of Interest, Gifts and Favors

Vendor certifies that it is aware of and shall comply with all laws related to conflicts of interest, gifts, favors and the like, specifically including but not limited to G.S. §133-31, G.S. §133-32, and G.S. §14-

234. Vendor hereby certifies it has no undisclosed conflicts of interest with respect to this Agreement, including but not limited to conflicts that may be due to representation of other clients, customer or vendees, other contractual relationships of Vendor, or any interest in property that Vendor may have. Furthermore, Vendor asserts it will not engage in any action that would create a conflict of interest for any Town employee or other person during performance of, or otherwise related to, this

Agreement. Should a conflict of interest arise during the term of this Agreement, Vendor shall immediately disclose said conflict in writing to Town. Violation of this section shall justify immediate termination of this Agreement.

12. Insurance

Town requires and Vendor agrees to obtain and provide proof of applicable insurance of the types and in the amounts as noted in Exhibit A, attached hereto and incorporated herein by reference, which is entitled

Insurance Requirements. Vendor further agrees to provide proof of insurance by any subcontractor hired by Vendor upon the request of the Town. Exhibit A lists the basic requirements for all insurance policies, as well as the base insurance types and amounts required for all projects by Town. Additional coverages may be required based on job type, special risks, or high hazards. Any such additional coverages required shall be noted in Exhibit B, entitled Special Insurance Requirements, which is attached hereto and incorporated herein by reference. All coverages, whether base or special in nature, must be evidenced and confirmed by a COI provided to the Town prior to execution of this Agreement.

13. Limitation of Liability and Imdemnification

13.1. Limitation of Liability

The Town shall not have any liability to Vendor for any lost profits, loss of business, loss of use, lost savings, or other consequential, special, incidental, indirect, exemplary, or punitive damages, even if the

Vendor has been advised of the possibility of such damages.

13.2. Indemnification

Vendor shall hold harmless and indemnify the Town, and its officers and employees from any claim, expense, liability, loss, or damages, including reasonable attorneys’ fees, by whomsoever brought or alleged, resulting from (a) any breach by Vendor of any term or condition of this Agreement or an amendment thereto, (b) any breach or violation by Vendor of any applicable federal, state, or local law,

(c) any third party injury or death to any person; (d) any injury or death of Vendor or any employee, agent, or subcontractor working at the direction of the Vendor; or (e) any loss, damage, or destruction to any property, except to the extent such claims, expenses, loss, or other damage results from the negligence or intentional acts or omissions of the Town, its officers and employees, or any third party not under control or working at the direction of Vendor. The Town agrees to give the Vendor prompt written notice of any indemnifiable claim.

13.3. Intellectual Property Indemnification

Vendor shall indemnify and hold harmless Town against all loss, liability, and damage, including costs and expenses (including reasonable attorneys’ fees), by whomsoever brought or alleged, resulting from any action or claim brought or threatened alleging that the manufacture, use, sale, or resale of any goods or the Services supplied under this Agreement infringes any patent or patent rights, trademark, trade secret, copyright, or other intellectual property right of a third party, and Vendor shall when notified, defend any action or claim of such infringement at its own expense. Vendor shall, at its expense, and upon approval of the Town, either (i) obtain for the Town the right to continue to use the goods or work product which resulted from the Services as intended, (ii) modify the goods or work product which resulted from the Services so that it becomes non-infringing, without materially altering the functionality, or (iii) replace the goods or work product which resulted from the Services with a functionally equivalent non-infringing good or Work Product.

13.4. Constitutional Limitation on Indemnification

The parties acknowledge and understand that an unlimited indemnification by Town constitutes a violation of the North Carolina Constitution and is void and unenforceable by operation of law. Any indemnification given by Town to Vendor under the Agreement shall be deemed to be given only to the fullest extent allowed by law.

14. Event of Default and Survival

14.1. Default

An “Event of Default” hereunder means either party's failure to perform any of its obligations hereunder or to make adequate progress toward completion, which failure is not cured within ten (10) days after written notice from the non-defaulting party, or, in the event such failure cannot be reasonably cured within such ten (10) day period, such time period as is reasonable under the circumstances, not to exceed a total of thirty (30) days, provided the defaulting party shall promptly commence to cure and diligently prosecute same to completion. Additionally, the filing of bankruptcy by a party, any act of assignment or the appointment of a receiver for the benefit of creditors shall immediately be considered an Event of

Default without any requirement for notice or opportunity to cure.

14.2. Rights upon Default

If an Event of Default occurs, either party will have all rights and remedies available to it at law or in equity, subject to any limitations of liability contained in this Agreement. In addition to such rights and remedies, the non-defaulting party also may declare this Agreement immediately terminated upon written notice.

14.3. Other Rights

In addition to any other remedies available by law, the Town shall have the right to deduct from payments to the Vendor any costs, damages, and expenses that have been or may be incurred by the Town as a result of an Event of Default of the Vendor under this Agreement.

14.4. Surviving Provisions

Upon the expiration of this Agreement, or if this Agreement is terminated for any reason whatsoever, the terms in the following provisions will survive: Articles 9, 11, 12, and 13.

15. Choice of Law and Venue

15.1. Governing Law

This Agreement shall be governed by and interpreted according to the laws of the State of North Carolina, without regard to conflict of laws provisions. The United Nations Convention on Contracts for the

International Sale of Goods shall not apply to this Agreement.

15.2. Choice of Venue

The parties designate the state court of Iredell County, North Carolina exclusively as the proper venue for any dispute arising out of or related to this Agreement. Notwithstanding the foregoing, any dispute or controversy arising out of or relating to this Agreement, with the exception of any dispute as to the validity or binding effect of this Agreement, which is conclusively presumed, shall be first submitted to non-binding mediation in Iredell County, North Carolina under the rules governing court-ordered mediation in North Carolina. No services shall be delayed or postposed pending resolution of any dispute unless the Town otherwise agrees in writing. Non-binding mediation shall occur within 60 days after the dispute arises, unless an extension of time has been agreed to in writing by both parties.

16. Miscellaneous

16.1. Assignment

Vendor shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. The Town’s consent to any assignment shall not relieve Vendor of any obligation under this Agreement. Any attempted assignment in violation of this Section 15.1 will be void and of no effect; and the non-assigning party may choose to treat the attempted assignment as an Event of

Default under Section 13.1. This Agreement will be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, permitted assigns, and legal representatives.

16.2. Independence of Parties

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Vendor is solely responsible for its Services and the supervision of its employees and permitted subcontractors. All persons assigned by Vendor to provide Services pursuant to this Agreement, shall, for all purposes of this

Agreement, be considered employees of Vendor only. Vendor shall assume sole and exclusive responsibility for the payment of wages to individuals for services performed under this Agreement and the withholding of all applicable Federal, State, and local taxes, unemployment insurance, and maintaining workers compensation coverage in an amount and under such terms required by law. Should

Vendor, any of its employees, subcontractors or subcontractors’ employees be injured while performing under this Agreement, Vendor shall remain liable for the same and indemnify and hold Town harmless from any liability therefor, regardless of whether Vendor carries workers’ compensation insurance coverage or not.

16.3. Integration

Each party acknowledges that this Agreement, the Quotes and each Purchase Order together constitute the entire Agreement and complete and exclusive statement of the terms and conditions between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.

16.4. Force Majeure

Neither party will be responsible for any failure to perform due to causes beyond its reasonable control

(each a "Force Majeure"), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that the party claiming a delay or adverse effect due to Force Majeure gives prompt written notice thereof to the other party. The time for performance will be extended for a period equal to the duration of the Force Majeure, but in no event longer than thirty

(30) days.

16.5. Notices

Unless otherwise specified in this Agreement, all notices and other communications hereunder shall be in writing and shall be sent by nationally recognized overnight courier (delivery confirmation requested) to the relevant party at the address listed on the front (or at such other address a party shall specify).

A copy of any notices to Town shall be addressed as follows:

To: Town of Mooresville c/o Town Manager

P.O. Box 878

With copy to: Town of Mooresville c/o Town Attorney

413 N. Main Street

A copy of any notices to Vendor shall also be sent to:

Notices and communications may also be sent by electronic mail, but such method shall not be a substitute for providing written notice as required by this Section 15.5.

16.6. No Waiver

No failure or delay by either party in exercising any right, power, or remedy will operate as a waiver of such right, power, or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power, or remedy, such waiver will not be effective to waive any successive or other right, power, or remedy the party may have under this Agreement.

16.7. Captions

The captions used in this Agreement are for convenience of reference only, are not part of this

Agreement, and will not be deemed to define, limit, describe, or modify the meaning of any provision of this Agreement.

16.8. Severability

The provisions of this Agreement will be deemed severable, and the unenforceability of one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this

Agreement is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties.

16.9. Counterpart Execution

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by electronic mail in “.pdf” or other non-editable format shall be as effective as delivery of a manually signed original. Manually executed signatures are permitted but not required. Execution by other electronic signatures (including, without limitation, DocuSign, AdobeSign, and/or via stylus) are expressly permitted by the parties.

16.10. Contingent Funding/Non-Appropriations Clause

Notwithstanding anything to the contrary within the Agreement, all financial obligations of the Town under the Agreement are dependent upon, and subject to, the continuing allocation of funds by the Town

Board of Commissioners for such purpose. The Agreement shall automatically terminate if such funds cease to be allocated or available for any reason.

16.11. Pre-Audit Requirement

Per NCGS § 159-28, no contract with a local government including the Town requiring the payment of any public funds is valid unless properly pre-audited in the manner required by said statute. All Purchase

Orders associated with this Agreement must contain a Pre-audit Certificate signed by the Town Finance

Officer or their Deputy which shall take substantially the following form “This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act.” Failure to obtain a pre-audit upon the Purchase Order makes the Purchase Order invalid and unenforceable per state law. Additionally, pursuant to Town purchasing policies, no obligation of $2,500.00 or more for any goods sold or services rendered to Town is validly enforceable without a valid signed contract, or a signed

Purchase Order, for such goods or services.

16.12. Construction Project Sales Tax

If applicable, the Vendor shall furnish the Town certified statements setting forth the cost of all materials purchased from each vendor and the amount of North Carolina sales and use taxes paid thereon. In the event the vendor makes several purchases from the same vendor, the Vendor’s certified statement shall indicate the invoice number, the inclusive dates of the invoices, the total amount of the invoices and the

NC sales and use taxes paid thereon. The Vendor’s certified statement shall also include the cost of any tangible personal property withdrawn from the Vendor’s warehouse stock and the amount of NC sales or use tax paid thereon by the Vendor. The Vendor shall furnish such additional information as the

Commissioner of Revenue of the State of NC may require to substantiate the refund claim by the Town for sales or use taxes. The Vendor shall obtain and furnish to the Town similar certified statements by the subcontractors. The certified statements to be furnished shall be in the form of the standard Vendor’s

State Sales Tax Report and shall be submitted with each request for payment. The Town will not make payment to the Vendor until the Vendor’s State Sales Tax Reports are submitted. Any and all refunds received by the Town of said taxes shall remain with the Town and the Vendor shall provide Town with executed copies of all subcontracts.

16.13. Non-discrimination

During the performance of the Agreement, all parties agree not to discriminate against any employee or applicant for employment in terms of initial employment, tenure, terms of employment, or otherwise because of race, color, religion, sex, national origin, political affiliation or belief, age, sexual orientation, ancestry, or disability that is unrelated to the individual’s ability to perform the duties of a particular job or position, height, weight, or marital status. All parties will post, when appropriate, all notices related to nondiscrimination as may be required by applicable law. Vendor shall insert a non-discrimination clause in all subcontracts and require the same in any lower tier subcontracts. Vendor shall be responsible for compliance with this provision for Vendor, Vendor’s employees, and all subcontractors of any tier.

16.14. E-Verify

At all times during performance of this Agreement, all parties shall fully comply with Article 2 of Chapter

64 of the North Carolina General Statutes and shall ensure compliance by any subcontractors utilized. All parties shall execute an affidavit verifying such compliance upon request by Town. Vendor shall not knowingly employ unauthorized alien workers in violation of 8 U.S.C. §1324a or Section 274A of the

Immigration and Nationality Act (INA). Evidence of any such violation by Vendor will be cause for immediate termination of this Agreement by Town. Vendor shall insert an E-verify clause of substantial similarity to this provision in all subcontracts and require the same in any lower tier subcontracts. Vendor shall be responsible for compliance with this provision for Vendor, Vendor’s employees, and all subcontractors of any tier.

16.15. Contractual Conflict and Precedence

Notwithstanding any statement or provision in any later amendment or modification to this Agreement, the terms and conditions contained in this Agreement shall supersede, control over, and prevail in the event of any conflict with any differing or contrary terms or conditions of any related document unless the same is reduced in writing, signed separately by all parties, and attached to the Agreement labeled as

“Additional Terms & Conditions” clearly referencing this provision and this Agreement, and specifically stating that it shall take precedence over and control in the event of a conflict with this Agreement.

16.16. No Waiver of Immunity

Nothing in this Agreement shall be construed to mandate purchase of insurance by the Town pursuant to

G.S. § 160A-485 or to in any way waive the Town’s defense of governmental immunity from any cause of action alleged or brought against any Party for any reason if otherwise available as a matter of law. No officer, agent, or employee of the Town shall be subject to any personal liability by reason of execution of this Agreement or any other documents related to the transactions contemplated hereunder. Such officers, agents, or employees shall be deemed to execute this Agreement in their official capacities only, and not in their individual capacities.

16.17. Performance of Governmental Functions

Nothing contained in this Agreement shall be deemed or construed to restrict or inhibit the Town’s police powers or regulatory authority.

16.18. No Third-Party Beneficiaries

This Agreement is intended for the benefit of the parties and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

16.19. Federal Uniform Guidance Requirements and Funds

☐ If box is checked, federal funds will be used for payment of this contract. Should any part of the work hereunder be paid with federal funds, the statement of work and/or purchase order shall include a notation regarding the same. If the source of funds for this Agreement is federal funds, the following federal provisions apply pursuant to 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II (as applicable), unless a more stringent local or state law or regulation is applicable: Equal Employment Opportunity (41

C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. §§3141-3148); Copeland “Anti-Kickback” Act (40 USC §

3145); Contract Work Hours and Safety Standards Act (40 USC §§3701-3708); Clean Air Act (42 USC

§§ 7401-7671q.) and the Federal Water Pollution Control Act 33 U.S.C. §§ 1251-1387); Debarment and

Suspension (Executive Orders 12549 and 12689); Byrd Anti-Lobbying Amendment (31 USC §

1352); Procurement of Recovered Materials (2 CFR §200.322); Record Retention Requirements (2 CFR

§200.324); Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2

C.F.R. § 200.216); and Domestic Preferences for Procurements (2 C.F.R. § 200.323). Should federal law require Vendor’s compliance with any of the foregoing federal provisions, then Vendor shall likewise insert such requirement in any contract with a subcontractor and be responsible for compliance with the same.

16.20. Divestment Acts

The Vendor hereby certifies that as of the date listed below, it is not on any of the Final Divestment Lists as created by the state Treasurer pursuant to The Sudan (Darfur) Divestment Act of 2007, as amended, The Iran Divestment Act of 2015, as amended, or the Divestment from Companies Boycotting Israel Act of 2017, as amended, respectively codified in NCGS §147-86.41 et seq., NCGS §147-86.55 et seq. and

NCGS §147-86.80 et seq. Vendor shall not utilize in the performance of this Agreement any subcontractor that is identified on any Final Divestment List.

17. Qualifications Package Submittals

17.1. Qualifications Package Submittals*

Upload the technical proposal here.

Vendor will submit qualifications package for consideration by the deadline in the timeline outlining their ability to complete tasks stated in the scope of work. Upon award of Master Vendor Agreement and

Board Of Commissioners approval, vendors will be contacted when items meeting the scope are needed.

Vendor will then submit a quote to the requesting department to be considered for the job. Vendors will be selected based on availability, price, and quality of work.

There is not a minimum or maximum page limit or cover letter requirement.

All documents below are required to be within the submission package.

1. Scope of Work (What services your company will provide based on the requested scope in Section 2)

2. Current price list or pricing table (Ex.- hourly rate for labor, cost for specific jobs if available or applicable)

3. Current COI listing the Town of Mooresville as the certificate exactly like below:

Town of Mooresville

413 N Main Street

Mooresville, NC 28115 and with this language in the description of operations section at the bottom

“Town of Mooresville, its officers, officials, employees, and volunteers are included as additional insured”.

4. Company W-9

5. Completed Authorized Signatory Form (see attachments for download)

6. Three references

7. Vendor's accounts payable contact information and remit to address.

8. Vendor's NC Secretary of State ID (Business registration with the state is required to do business with the Town).

*Response required

17.2. I understand that this contract will be for a term of 36 months with an option to renew for an additional two years.* ☐ Please confirm

*Response required

17.3. I understand that the Town can terminate my contract at any time without reason.* ☐ Please confirm

*Response required

17.4. I understand that there may be multiple additional vendors under this master agreement.

☐ Please confirm

17.5. I understand that providing quotes in a timely manner is essential to be selected to perform needed work.* ☐ Please confirm

*Response required

17.6. Non-Collusion Statement-I confirm that I have not colluded with ANY other parties to prepare this qualifications package. * Please confirm

☐ Please confirm

*Response required