PWC2425006 Inventory - 1590 AAC Conductor 8.21.24 final.pdf

INVITATION FOR BID

PWC2425006

Inventory - 1590 AAC CONDUCTOR CONTRACT

Date of Issue: Wednesday, August 21, 2024 Date of Opening: Tuesday, September 17, 2024

1:00 p.m.

Direct all inquiries concerning this IFB to:

Carla Wint Procurement Advisor procurement@faypwc.com mailto:procurement@faypwc.com

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Contents

ADVERTISEMENT FOR BID

INSTRUCTIONS TO BIDDERS

OBJECTIVE OF THE REQUEST

IFB SCHEDULE

QUESTIONS

MINORITY, WOMEN, AND DISADVANTAGED BUSINESS ENTERPRISE

(MWDBE) PROGRAM / SMALL LOCAL SUPPLIER (SLS) PROGRAM

REFERENCES

VENDOR REGISTRATION VIA ISUPPLIER

SUBMISSION INSTRUCTIONS

QUANTITIES AND PRICING

EVALUATION AND AWARD

DELIVERY AND PAYMENT

TRANSITION ASSISTANCE

ATTACHMENT A: MATERIAL SPECIFICATIONS (PWC2425006)

ATTACHMENT B: BID PRICING FORM (PWC2425006)

ATTACHMENT C: CERTIFICATION OF PRIMARY PARTICIPANT REGARDING

DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS

ATTACHMENT D: AT A GLANCE

ATTACHMENT E: PWC SALE OF GOOD AGREEMENT

ATTACHMENT F: MWDBE AFFIDAVITS

ATTACHMENT G: SMALL LOCAL SUPPLIER/MWDBE SUBCONTRACTOR

DISCLOSURE FORM

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ADVERTISEMENT FOR BID

FAYETTEVILLE PUBLIC WORKS COMMISSION

1590 AAC CONDUCTOR CONTRACT

Cumberland County North Carolina

Bids are solicited and will be received at Fayetteville Public Works Commission, Administration Building, Procurement Department/Conference Room 107, 955 Old Wilmington Road, Fayetteville, NC 28301, until 1:00 p.m., EST Tuesday, September 17, 2024, for the 1590 AAC

CONDUCTOR CONTRACT.

Enclosed please find the Instructions to Bidders, Material specifications, and Bid Pricing Form.

Bids shall be submitted on the forms provided herein, or exact copies thereof, and the bidder shall return one copy of the entire bid packet along with the completed Bid Pricing Form and any other information specified in the bid documents.

Questions regarding this bid must be submitted in writing to the attention of Carla Wint, at procurement@faypwc.com no later than 5:00 p.m., EST Wednesday, September 4, 2024, in order to be considered for a response.

Mailed bids must be addressed to Carla Wint, Procurement Advisor, Fayetteville Public Works Commission, 955 Old Wilmington Road, Fayetteville, North Carolina 28301. The outside of the envelope must be marked BID: PWC#2425006 1590 AAC CONDUCTOR CONTRACT and shall indicate the name, and address of the bidder.

Fayetteville Public Works Commission reserves the right to reject any or all bids for any reason determined by PWC to be in its best interest, or to award the bid to the lowest responsible bidder or bidders, taking into consideration quality, performance, and the time specified in the bids for the performance of the contract.

Candice S. Kirtz Director of Supply Chain

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INSTRUCTIONS TO BIDDERS

1590 AAC CONDUCTOR CONTRACT

OBJECTIVE OF THE REQUEST

It is the intent of this bid invitation to obtain pricing for 1590 AAC CONDUCTOR CONTRACT within the material specifications section of this Invitation for Bid (IFB). You are requested to submit your bid on the enclosed Bid Pricing Form.

IFB SCHEDULE

The following table shows the schedule of events to prepare your organization’s response. The key deadlines and targeted dates for this process are as follows:

Action Responsibility Date/Time Submit Written Questions Bidders Wednesday, September 4, 2024, 5:00 p.m.

Provide Response to Questions PWC Monday, September 9, 2024, 5:00 p.m.

Submit IFB Bidders Tuesday, September 17, 2024, 1:00 p.m.

Target Commission Date PWC Wednesday, October 9, 2024 Target Council Date PWC Monday, October 28, 2024 Award /Sale of Goods Agreement PWC Wednesday, October 30, 2024

QUESTIONS

Written questions shall be e-mailed to procurement@faypwc.com by the date and time specified in the IFB schedule. Bidders will enter “IFB PWC2425006 – Questions” as the subject of the email.

Questions received prior to the submission deadline date, the Procurement Advisor’s response, and any additional information deemed necessary by PWC will be posted in the form of an addendum to the PWC website and shall become an Addendum to this IFB. No information, instruction, or advice provided orally or informally by any PWC personnel, whether made in response to a question or otherwise concerning this IFB, shall be considered authoritative or binding. Firms shall rely only on written material contained in an Addendum to this IFB.

Inquiries should be submitted no later than the date and time noted in the IFB schedule. Questions answered verbally will be followed up by written addenda as deemed necessary; oral interpretations shall have no effect.

MINORITY, WOMEN, AND DISADVANTAGED BUSINESS ENTERPRISE (MWDBE)

PROGRAM / SMALL LOCAL SUPPLIER (SLS) PROGRAM

PWC is committed to promoting the utilization of Minority, Women, and Disadvantaged Businesses in PWC’s geographical statistical area (GSA) by providing equal opportunity for participating in all aspects of PWC’s contracting and procurement programs. The GSA consists of NCDOT division areas 3-8, and 10. PWC is also committed to promoting the utilization of small, local businesses in the Fayetteville Metropolitan Statistical Area (MSA) by increasing

1590 AAC CONDUCTOR CONTRACT 5 | P a g e opportunities for those businesses to participate in PWC procurements. The MSA consists of Cumberland County, Hoke County, and Harnett County.

PWC requires Firms to report efforts to utilize Minority, Women, and Disadvantaged Business Enterprises (MWDBEs) and Historically Underutilized Businesses (HUBs) for specific projects and requires all Firms to report all such efforts for MWDBEs, HUBs, and Small Local Suppliers regardless of the requirements of a specific project. Bidders shall document any good-faith efforts and utilization in the MWDBE forms provided within Attachment G.

In accordance with PWC's MWDBE Program, the goal shall be to award four percent (4%) of the total contract dollars to MBE firms and four percent (4%) to WBE firms. A complete copy of PWC's MWDBE Program is available for inspection at PWC Procurement Department.

The following is a list of the efforts that should be made by the prime service provider to encourage MWDBE participation. In order to receive credit for having made "good faith efforts", the prime service provider should document all actions taken to include the following:

1) Attending pre-bid meetings scheduled by the department;

2) Identifying selected specific items of the project which could be executed by a MWDBE;

3) Soliciting MWDBE service provider participation in a reasonable time before the proposals are due through advertisements in circulation media, trade publications, and minority-focused media;

4) Contacting local firms, firms owned by minorities or women, and associations or business development centers which disseminate information to local businesses and businesses owned by minorities or women in a timely manner to allow sufficient time for MWDBEs to respond;

5) Following up on initial solicitations of interest by contacting the MWDBE to determine whether the MWDBE was interested in performing specific items of the project;

6) Attempting to enter into joint venture or partnership arrangements with MWDBEs and provide interested MWDBEs with information about the requirements for the project;

7) Providing assistance to MWDBEs in the review of proposals and work to be done by sub-service providers;

8) Using available directories of certified MWDBEs and other available resources;

9) Ensuring that the proposer negotiated in good faith with the MWDBE and did not unjustifiably reject as unsatisfactory quotes prepared by any Minority, Women, or Disadvantaged Business Enterprise;

10) Making every effort to obtain Minority, Women, or Disadvantaged Business Enterprise participation that could reasonably be expected to produce a level of participation sufficient to meet the goals of PWC; and

11) Providing interested minority, women, and disadvantaged businesses with information relative

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REFERENCES

Bidders shall provide at least three (3) different references for which your company has supplied the exact model of equipment offered. PWC may contact these references to determine the commodity provided are substantially similar in scope to those requested in Attachment A and that the bidder’s performance has been satisfactory. The information obtained shall be considered in the evaluation of the bid. If PWC is referenced, it cannot be counted towards your three (3) required references but may be included in addition to.

COMPANY NAME CONTACT NAME TELEPHONE

NUMBER

EMAIL

Fayetteville Public Works Commission, if applicable

VENDOR REGISTRATION VIA ISUPPLIER

1) All vendors interested in doing business with PWC must register as a vendor through the iSupplier Portal using the link below. The iSupplier self-service portal enables vendors to have real-time access to information regarding purchase orders, invoices, and payments through a secure environment. Attach a copy of your W9 to your online registration.

https://www.faypwc.com/isupplier-doing-business-with-pwc/

SUBMISSION INSTRUCTIONS

1) Bids should be complete and carefully worded and should convey all the information requested in the IFB. Bids should be prepared simply and economically, providing a straightforward, concise description of the bidder’s capabilities to satisfy the requirements of the IFB. Emphasis should be on completeness and clarity of content. If the bid includes any comment over and above the specific information requested in the IFB, the bidder should include this information as a separate appendix to its bid. Bids that include clarifications or modifications to any of the IFB’s contractual requirements, or a bidder’s standard terms and conditions, may be deemed non-responsive and not considered for award at PWC’s discretion.

Unsolicited bid samples or descriptive literature will not be examined or tested, will not be used to determine responsiveness, and will not be deemed to vary any of the provisions of the IFB. Failure to comply with these requirements shall constitute sufficient cause to reject a bid without further consideration. PWC reserves the right to accept or reject any bid and to annul the bidding process and reject all bids at any time prior to award of a Sale of Goods Agreement, without thereby incurring any liability to the affected bidder or bidders or any obligation to inform the affected bidder or bidders the reasons for PWC’s action.

https://www.faypwc.com/isupplier-doing-business-with-pwc/

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2) Bids may be withdrawn by the bidder only in writing and if receipt of such withdrawal is acknowledged by PWC prior to the time for the bid submittal deadline identified in the Advertisement for Bidders (or such later date included in an Addendum). Written withdrawal requests shall be submitted on the bidder’s letterhead and signed by an official of the bidder duly authorized to make such request. Any withdrawal request made after the bid submittal deadline shall be allowed only if the price bid was based upon a mistake that constituted a substantial error, provided the bid was submitted in good faith, and then only pursuant to the terms of N.C.G.S. § 143-129.1.

3) Bids submitted in an envelope must have the bid title, date, and time of the bid submittal deadline on the front of the envelope no later than the bid due date and time. The bid will be due at the Fayetteville Public Works Commission, Administration Building, Procurement Department, 955 Old Wilmington Road, Fayetteville, NC 28301.

4) Bids will be examined promptly after the due date and an award will be made at the earliest possible date. Bids must be held firm for PWC for a period of sixty (60) days after the bid due date. A purchase order will be issued to the awarded bidder.

5) Bidders shall submit bids only on the Bid Pricing Forms provided herein, or exact copies thereof (See Attachment B – Bid Pricing Form). Failure to provide full and complete Bid Pricing Forms using the form provided herein will result in a bid being deemed non-responsive.

6) All bids must be signed by an authorized official of the bidder. Bids may be rejected for any omission, alteration of form, additions not called for, conditional bid, or any irregularities of any kind.

7) Do not submit alternate bids unless specifically called for on the Bid Pricing Forms.

QUANTITIES AND PRICING

1) Quantities listed are estimates ONLY based on anticipated usage for upcoming projects. PWC does not guarantee a minimum or maximum quantity to be purchased.

2) All bidders are advised to include all costs incurred by the bidder in delivering the 1590 AAC CONDUCTOR CONTRACT to the PWC Warehouse in their bid submittal. The invoice submitted for payment shall not reflect any other costs (fuel surcharge, toll, etc.). PWC is not tax-exempt.

3) If the bidder proposes to implement variable pricing of goods for which PWC issues purchase orders to reflect any price escalation or de-escalation of the materials used by the bidder to manufacture the goods during the initial term and/or any renewal period(s), the bidder must include the following in their bid response:

a) Start Date for Variable Pricing: The bidder must specify the day of the contract on which variable pricing is to begin (e.g., Day 91).

b) Price Index: The bidder must provide one of the following options:

i) A single identifiable, verifiable, relevant, and nationally recognized pricing index, along

1590 AAC CONDUCTOR CONTRACT 8 | P a g e with the specific good(s) to which the index will apply (e.g., "all goods" or "cables only").

ii) A single weighted basket of specific, identifiable, verifiable, relevant, and nationally recognized indices, detailing the weight given to each index and the specific good(s) to which the basket will apply.

iii) Multiple individual identifiable, verifiable, relevant, and nationally recognized pricing indices and/or weighted baskets of such indices, specifying the good(s) to which each index or basket will apply.

EVALUATION AND AWARD

1) An award of a contract is subject to the approval by the Board of Commissioners of PWC and the Fayetteville, North Carolina City Council.

2) PWC reserves the right to inspect, at a reasonable time, the equipment, item, plant, or other facilities of a prospective Bidder prior to award, and during the Sale of Goods Agreement term, as PWC deems necessary to determine that such equipment, item, plant, or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Sale of Goods Agreement.

3) PWC reserves the right to request additional information from bidders to aid in the evaluation process. This information may include but is not limited to, financial statements, a reference list of contracts of similar size, etc.

4) PWC reserves the right to make a single award for all items or may award separate contracts to multiple bidders for various items to the lowest responsive, responsible bidder or bidders, taking into consideration product quality, performance to PWC, and conformity with the specifications in these bid documents. PWC may also consider, among other things, the Bidder’s past performance conduct on other contracts, and other information as PWC deems necessary to assist in the evaluation of any bid.

5) PWC personnel will place orders via email, on an as-needed basis throughout the life of the Sale of Goods Agreement. Bidder shall confirm receipt of each order by e-mail stating the product ordered, quantity ordered, and the expected service date/s.

6) The Sale of Goods Agreement will be awarded for a period of one (1) year to begin on or about November 1, 2024. The Sale of Goods Agreement may be extended for an additional two (2) one-year periods upon the agreement of both parties.

7) It is the intent of PWC that all pricing remains firm for the first quarter of the initial one (1) year contract period and bidders shall take this into account when submitting their bids. In the event the Sale of Goods Agreement is extended for an additional period, the bidder may request a price increase. Justification for any increase must be based on the prevailing market index or detailed data showing the basis for, and the amount of the proposed increase. PWC reserves the right to accept or reject any request for an increase. Such action by PWC shall occur not later than 30 days after receipt by PWC of a properly documented request.

DELIVERY AND PAYMENT

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1) Delivery to be made F.O.B. PWC Warehouse 1097 Public Works Drive, Fayetteville, NC, 28301.

2) Deliveries shall be made between the hours of 9:00 a.m. and 3:00 p.m., Monday through Friday, within the time frame specified on the Bid Pricing Form.

3) Payment for equipment, material, supplies, etc. purchased pursuant to this bid shall be made by Public Works Commission approximately thirty days after the same has been delivered, inspected, approved and the invoice received in the PWC Accounts Payable Office, P.O. Box 1089, Fayetteville, North Carolina 28302.

TRANSITION ASSISTANCE

1) If a PWC Sale of Goods Agreement results from this solicitation, and said Agreement is not renewed at the end of the then current term or is terminated prior to its expiration for any reason, at the option of PWC, Bidder shall provide transition assistance to PWC for up to ____ [insert number - max of six months ] months following termination or expiration of the Agreement to allow for the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to PWC or its designees. If PWC exercises this option, the Parties agree that such transition assistance shall be governed by the terms and conditions of the Agreement (notwithstanding this expiration or cancellation), except for those Agreement terms or conditions that do not reasonably apply to such transition assistance.

PWC shall agree to pay the Bidder for any resources utilized in performing such transition assistance at the most current rates provided by the Bidder for performance of the Services or other resources utilized. Upon request of PWC, Bidder agrees to deliver an amendment to the Agreement in form and substance reasonably acceptable to the parties memorializing the extension of the term as contemplated above.

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ATTACHMENT A: MATERIAL SPECIFICATIONS (PWC2425006)

1-065-095 Revision Date: August 8, 2024 Revised By: Glenn Andersen

CONDUCTOR, 1590 MCM, AAC, H.D.

Description:

Bare aluminum 61-strand, (Class AA, ASTM B231, B230) all aluminum EC 1350-H19 hard-drawn, AAC aluminum conductor, 1590 kcmil. Code word: COREOPSIS.

Performance Standards:

Ampacity: 1330 Amps, 75°C conductor; 25°C ambient; sun, 2 ft/sec wind Breaking Strength: 27,000 lbs. minimum Outside Diameter: 1.454" AC Resistance per 1000' @ 25°C: 0.0120 ohms

Delivery Standards:

Conductor to be wound and shipped on steel returnable reels in accordance with the following dimensions: Flange 96”, Traverse 60”, Drum 42”, Max Overall Width 68”, and Arbor Hole 5.25”.

Each reel shall contain approximately 9750 lbs. (6500') of conductor. Cable shall be shipped in an upright vertical position on the flanges. It is preferred that cable should be delivered on open bed trailers suitable for unloading from either side.

Types Accepted:

Manufacturer Product

SOUTHWIRE COREOPSIS

PRYSMIAN/GENERAL CABLE COREOPSIS

NEXANS COREOPSIS

CME COREOPSIS

NEHRING COREOPSIS

PRIORITY WIRE COREOPSIS

AMERICAN WIRE GROUP COREOPSIS

Note: Catalog information is shown for reference use only. Supplier is responsible for conforming to specifications as stated.

Specification reviewed by: ________________________________________

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ATTACHMENT B: BID PRICING FORM (PWC2425006)

Bidder Information:

Name of Company

Address

Phone Number

Email Address

Federal ID No.

Is the business SDBE, MWBE, DBE, or HUB

Printed Name

Title

Signature

Date

Bidders shall submit bids only on the Bid Pricing Forms provided herein, or exact copies thereof.

Failure to provide a full and complete Bid Pricing Form using the form provided herein will result in a bid being deemed non-responsive.

Furnish And Deliver:

Stock

QTY. UOM DESCRIPTION UNIT

PRICE

EXTENDED

PRICE

1-065-

100,000’ FT Bare aluminum 61-strand, (Class AA, ASTM B231, B230) all aluminum EC 1350-H19 hard-drawn, AAC aluminum conductor, 1590 kcmil. Code word:

COREOPSIS.

Manufacturer:

Lead Time:

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ATTACHMENT C: CERTIFICATION OF PRIMARY PARTICIPANT REGARDING

DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS

The Primary Participant, (major third party contractor), certifies to the best of its knowledge and belief, that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction or records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and

4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default.

(If the primary participant is unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certification.)

THE PRIMARY PARTICIPANT CERTIFIES

OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE

STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT

THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET. SEQ. ARE APPLICABLE THERETO.

Signature Title

Printed Name Date

PWC At a Glance

Customers In operation since 1905 (116 years)

Provide Electric, Water and Wastewater Services

Total Customers: 119,380

Number of Services: 273,794 •Electric: 82,304 •Water: 90,430 •Wastewater: 89,913

Customers with 2+ services: 75%

Annual Customer Turnover: 20-25%

Customer Service Annual Customer Contacts: 433,794

Average Monthly Calls: 31,452

Annual Bills Generated: 1.4 Million

Customer Incentive Programs: 13

Annual Water Leak Notifications: 21,850

Employees Number of Employees: 651

Average Tenure of Employees: 10.37 years

Average Age: 44.59

Annual Turnover: 6.0%*

Annual Hours Worked: 1.2 Million *non retirement

Financial Annual Operating Budget: $405.2 Million Total Assets: $1.44 Billion Bond Rating: Aa2 (Moody’s), AA (Standard and Poor), AA (Fitch) Annual Local Purchases: $25 Million Operations & Maintenance Expenses per Customer: $432 ($556 National Median) Annual Contributions to City of Fayetteville in Lieu of Taxes: $11.4 Million Annual Streetlight Services: $3.9 Million Annual Economic Development: $1.2 Million (thru 2021)

Water/Wastewater Operations Population Served: 225,000

Drinking Water Treated: 11.2 Billion Gallons/Year

100% Complaint for all EPA Drinking Water Standards

Daily Water Treatment Capacity: 57.5 Million Gallons

Daily Wastewater Treatment Capacity: 46 Million Gallons

Water/Wastewater Infrastructure: 2,700 miles

Hydrants: 8,300

Sanitary Sewer Lift Stations: 82

Electric Operations Purchase Wholesale Power from Duke Energy Only NC municipal system to own/operate a generation plant (Dispatched for use by Duke Energy) Generation Capacity: 268 MW Annual MWH Sold: 1.9 Million System Peak: 499 MW (Feb. 9, 2015) Reliability Rate: 99.9906% Electric Distribution Substations: 32 Distribution Lines: 1,351 miles Transmission Lines: 142 miles Streetlights/Area Lights: 37,441

Facilities

Butler-Warner Generation Plant (268 MW) PO Hoffer Water Treatment Facility (39.5 MGD) Glenville Lake Water Treatment Facility (18.0 MGD) Cross Creek Water Reclamation Facility (25 MGD) Electric Service Area: 147 Sq. Miles Water Service Area: 163 Sq. Miles Wastwater Service Area: 142 Sq. Miles

Attachment D

SALE OF GOODS AGREEMENT

This Sale of Goods Agreement (“Agreement”) is made by and between the City of Fayetteville (the “City”), by and through the Fayetteville Public Works Commission (“PWC”), a North Carolina public authority, and _______________________________________[insert seller’s full legal name] (“Seller”), a ___________ [identify the legal entity and State in which formation was accomplished] (each of PWC and Seller is a “Party” and both are collectively the “Parties”) as of the date of execution last written below (the “Effective Date”). In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, The Parties agree as follows:

1. Sale of Goods. Seller shall sell to PWC and PWC shall purchase from Seller the following [Identify the goods specifically] (the “Goods”). PWC may issue a purchase order for the Goods that specifies any additional applicable terms and conditions set forth for the purchase (a “Purchase Order”), but such Purchase Order is subject to the terms of this Agreement. In the event of a conflict between the provisions of this Agreement and the provisions of any Contract Documents, attachment, exhibit or Purchase Order made pursuant to this Agreement, the terms of this Agreement shall govern.

2. Contract Documents. “Contract Documents” means, collectively, the following documents that were either made available to Seller by PWC during the bid solicitation process (including Drawings) or executed by the Parties, or both, which are all incorporated by reference herein:

a. This Agreement

b. Notice to Prospective Bidders

c. Definitions

d. Instructions to Bidders

e. General Conditions

f. Materialman’s Proposal

g. Bid Bond

h. Technical Specifications

i. Purchase Order(s)

j. Addenda

3. Delivery of Goods. Seller shall deliver the Goods [EITHER: “on or before ________________” OR “as specified in the Contract Documents or an applicable Purchase Order issued by PWC” OR “as otherwise agreed in writing by the Parties”] (the “Delivery Date”).

Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods on or before the Delivery Date, PWC may, without any liability to Seller, terminate this Agreement immediately by providing written notice to Seller. Unless otherwise specified in an applicable Purchase Order or the Contract Documents, excluding this Agreement, all Goods shall be delivered to PWC’s Warehouse at 955 Old Wilmington Road, Fayetteville, North Carolina 28301 (the “Delivery Point”) during PWC’s normal business hours. Delivery shall be made FOB Delivery Point.

4. Title and Risk of Loss. Title of the Goods passes to PWC upon delivery of the Goods to the Delivery Point. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Point.

Attachment E

5. Packaging. Seller shall properly pack, mark, and ship the Goods as instructed by PWC and otherwise in accordance with applicable law and industry standards and shall provide PWC with all shipment documentation showing the quantity of pieces in shipment, the number of cartons or containers in shipment, Seller’s name, the airway bill or bill of lading number, and the state of origin.

6. Inspection and Rejection of Nonconforming Goods. PWC has the right to inspect the Goods on or after the Delivery Date. PWC, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If PWC rejects any portion of the Goods, PWC has the right, effective upon written notice to Seller, to: (a) terminate this Agreement in its entirety and require Seller to remove the Goods in a commercially reasonable time period or pay the full cost and expense to have the rejected Goods returned to Seller; or (b) reject the Goods and require replacement of the rejected Goods at Seller’s sole expense. If PWC requires replacement of the Goods, Seller shall, at its sole expense and in the lesser of ninety (90) days or the number of days between any applicable Purchase Order of PWC and the Delivery Date, replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. Any inspection or other action by PWC under this Section shall not reduce or otherwise affect Seller's obligations under this Agreement, including Seller’s warranties, and PWC shall have the right to conduct further inspections after Seller has carried out its remedial actions.

7. Price. PWC shall purchase the Goods from Seller in the total amount of $_______________ (“Price”). The Price includes all packaging, transportation costs to the Delivery Location, insurance, fees, and applicable taxes, including, but not limited to, all sales, use, or excise taxes. No increase in the Price is effective, whether due to increased material, labor, transportation costs or otherwise, without the prior written consent of PWC.

8. Billing and Payment. Seller shall invoice PWC within thirty (30) days after the completion of the delivery of the Goods. PWC shall pay the undisputed portion of the invoice within forty-five (45) calendar days after PWC’s receipt of the invoice. All payments from PWC to Seller shall be transferred electronically to Seller’s designated financial institution, and Seller shall, prior to delivery of its invoice to PWC, supply the name of Seller’s financial institution, routing number, and account number on the form available from PWC and provide to PWC a completed and signed IRS Form W-9. Seller has the right to impose a late payment charge of one percent (1%) per month for amounts unpaid by PWC by the date due.

Provider shall comply with all of the following requirements so that PWC may recover the full amount of sales and use tax under North Carolina law permitted under the law:

a. Furnish PWC documentary evidence showing the material used, sales tax paid, and County paid (County of sale). The documentary evidence shall include Provider’s certified statement showing total purchases of materials from each separate vendor and total sales taxes charged to PWC and paid by Provider. The documentary evidence shall also include Provider’s certified statement as to the amount paid by PWC for sales tax on the Goods. A certified form is required even if no sales tax was paid for the pay request period. Materials used from Provider's warehouse stock shall be shown in a certified statement at warehouse stock prices and amount of County of Use Tax charged to PWC and paid by Provider;

b. Provider shall furnish to PWC invoices or copies of invoices for all materials purchased for said work within pay request period, and such invoices shall state the amount of North Carolina Sales Tax, if any, paid for the Goods. Provider shall also furnish to PWC invoices identifying the amount paid for the sales and use tax on Services that are subject to such taxation under North Carolina law;

and

c. Provider shall not include any tax paid on supplies, tools, and equipment that Provider uses to perform its obligations under this Agreement.

9. Warranties. Seller warrants to PWC that for a period of twenty-four (24) months from the Delivery Date, all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements set forth in the Contract Documents or as specified by PWC and agreed to by Seller; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests, or other encumbrances; and (e) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by PWC. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of PWC’s discovery of the noncompliance of the Goods with the foregoing warranties. If PWC gives Seller notice of noncompliance with this Section 9, Seller shall, at its own cost and expense, within thirty (30) days replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to PWC.

10. Termination. Notwithstanding any other or additional remedies that may be provided under this Agreement, PWC may terminate this Agreement with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if: (a) Seller repudiates, or threatens to repudiate, any of its obligations under this Agreement; (b) Seller is in breach of, or threatens to breach, any representation, warranty, or covenant of Seller under this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Seller within a commercially reasonable period of time under the circumstances, in no case exceeding seven (7) days following Seller's receipt of Notice of such breach; (c) Seller fails to, or threatens to fail to, timely deliver Goods conforming to the requirements of, and otherwise in accordance with, the terms and conditions of this Agreement; or (d) Seller becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. PWC shall be obligated to pay Seller only for work performed and reasonable expenses incurred until delivery of the notice of termination.

11. Insurance. During the term of this Agreement and for a period of three (3) years after the date of this Agreement, Seller shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than $1,000,000 for each occurrence and $3,000,000 in the aggregate and umbrella liability in a sum no less than $5,000,000, which insurance shall be placed with insurance companies authorized to do business in the State of North Carolina and rated A minus VII or better by the current edition of Best’s Key Rating Guide or otherwise approved in writing by PWC. Prior to delivering any Goods, Seller shall deliver to PWC certificates of insurance confirming each such coverage, and Seller shall direct its insurers to provide annually to PWC certificates confirming each such coverage during the coverage period. PWC shall be named as an additional insured in the insurance policy. Seller shall not reduce or allow the required insurance coverages to lapse without PWC’s prior written approval.

All policies for insurance must be endorsed to contain a provision giving PWC a thirty (30) calendar day prior written notice by certified mail of any cancellation of that policy or material reduction in coverage. Should a notice of cancellation be issued for non-payment of premiums or any part thereof, or should Seller fail to provide and maintain certificates as set forth herein, PWC shall have the right, but not the obligation, to pay such premium to the insurance company or to obtain such coverage and to deduct such payment from any sums that may be due or become due to Seller, or to seek reimbursement for said payments from Seller. Any such sums paid by PWC shall be due and payable immediately by Seller upon notice from PWC. The insurance provisions of this Agreement shall not be construed as a limitation on Seller’s responsibilities and liabilities pursuant to the terms and conditions of this Agreement.

12. Indemnification. Seller shall indemnify, defend, and hold harmless PWC and its Commissioners, officers, employees, agents, and representatives (collectively, “Indemnitees”) from and against all claims, actions, liabilities, damages, losses, costs, and expenses (including, without limitation, injury to or death of any persons and damage to property, economic and consequential damages and attorneys’ fees) asserted by one or more third parties against one or more of the Indemnitees arising out of negligent or willful acts, violations of law, infringement of any patent, trademark, trade secret, copyright, or other intellectual property right of a third party, or omissions or breach of the obligations set forth in this Agreement by Seller or any of its employees, agents, representatives, and subcontractors. Seller’s obligation to indemnify, defend, and hold harmless the Indemnitees shall survive the termination of this Agreement and shall include the duty to pay for the reasonable attorney’s fees and costs associated with defending the Indemnitee(s) by the legal counsel of each Indemnitee’s choice.

13. Notices. Any notice which either Party is required or desires to give the other shall be deemed sufficiently given if, in writing, it is delivered personally, or sent by certified U.S.

mail, return-receipt requested, postage prepaid, to the addresses listed hereinbelow, or such other address as either Party shall give to the other Party by written notice in accordance herewith. Any notice given herein by personal delivery shall be deemed delivered when received. Any properly addressed notice given herein by certified mail shall be deemed delivered on the third Business Day after the same is deposited in an official United States Post Office, postage prepaid, or if sooner upon the date when the return receipt therefor is signed, or refusal to accept the mailing by the addressee is noted thereon by the postal authorities.

To PWC:

Fayetteville Public Works Commission

Attn: Timothy Bryant, CEO/General Manager PO Box 1089

Fayetteville, NC 28302

To Seller:

[INSERT MAILING ADDRESS]

14. Compliance. Seller hereby acknowledges that “E-Verify” is the federal E-Verify program operated by the US Department of Homeland Security and other federal agencies which is used to verify the work authorization of newly hired employees pursuant to federal law and in accordance with Article 2, Chapter 64 of the North Carolina General Statutes. Seller further acknowledges that all employers, as defined by Article 2, Chapter 64 of the North Carolina General Statutes, must use E-Verify and after hiring an employee to work in the United States, shall verify the work authorization of the employee through E-Verify in accordance with NCGS §64-26(a). Seller hereby pledges, attests, and warrants through execution of this Agreement that Seller complies with the requirements of Article 2, Chapter 64 of the North Carolina General Statutes and further pledges, attests, and warrants that all subcontractors currently employed by or subsequently hired by Seller to provide services for PWC shall comply with all E-Verify requirements. Failure to comply with the above requirements shall be considered a breach of this Agreement. Seller hereby further acknowledges that the execution and delivery of this Agreement constitutes Seller’s certification to PWC and to the North Carolina State Treasurer that, as of the Effective Date, Seller is not listed on (a) the Final Divestment List created and maintained by the North Carolina Department of State Treasurer pursuant to the Iran Divestment Act of 2015, Chapter 147, Article 6E of the General Statutes of North Carolina (the “Iran Divestment Act”); or (b) the list of companies that the North Carolina State Treasurer determines to be engaged in a boycott of Israel in accordance with Article 6G of Chapter 147 of the General Statutes of North Carolina. Seller represents and warrants to Commission that Seller, and all persons and entities owning (directly or indirectly) an ownership interest in it: (i) are not, and will not become, a person or entity with whom a party is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order 13224 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; and (ii) are not knowingly engaged in, and will not knowingly engage in, any dealings or transactions or be otherwise associated with such persons or entities described in clause (i) above. Seller also shall at all times during the term of this Agreement comply with Executive Order 11246, including but not limited to the Equal Opportunity Clause requirements set forth in 41 C.F.R. § 60-1.4. Seller shall abide by the requirements of 41 CFR 60-300.5(a) and 60-741.5(a) prohibiting discrimination against qualified individuals on the basis of protected veteran status or disability and requiring affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

15. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law or in equity.

16. Miscellaneous Provisions. Seller is and shall remain an independent contractor.

Nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between the Parties. No breach or non-performance of any term of this Agreement shall be deemed to be waived by either Party unless said breach or non-performance is waived in writing and signed by the Parties. No waiver of any breach or non-performance under this Agreement shall be deemed to constitute a waiver of any subsequent breach or non-performance, and for any such breach or non-performance each Party shall be entitled to such remedies as provided by law. No consent or waiver by a Party shall be effective unless it is in writing and then only to the extent specifically stated. The invalidity, illegality, or un-enforceability of any portion or provision of this Agreement shall in no way affect the validity, legality, and/or enforceability of any other portion or provision of this Agreement. Any invalid, illegal, or unenforceable provision of this Agreement shall be deemed severed from this Agreement, and the balance of the Agreement shall be construed and enforced the same as if the Agreement had not contained any portion or provision which was invalid, illegal, or unenforceable; provided, however, severability shall not prevent this entire Agreement from being void in the event any portion or provision of this Agreement that is of the essence of this Agreement shall be void. This is the entire agreement of the Parties on the subject matter hereof, and all prior negotiations, representations, proposals, letters, agreements, understandings, or other communications between the Parties, whether written or oral, are hereby merged into the Agreement and superseded by this Agreement. This Agreement shall not be modified unless such modifications are evidenced in writing, signed by both Parties. Nothing herein shall be construed to give any right or benefits hereunder to anyone other than the Parties. This Agreement shall be governed by the laws of the State of North Carolina without the application of the laws of any other state. The exclusive venue for all mediations and litigation and any other legal proceedings regarding this Agreement shall be the State and Federal Courts serving Cumberland County, North Carolina, and Seller consents to personal jurisdiction in such courts.

Seller irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court serving Cumberland County or that any such suit, action or proceeding brought in any such court serving Cumberland County has been brought in an inconvenient forum. This Agreement may be executed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. For purposes of this Agreement, a facsimile copy or scanned copy or photocopy of a party’s signature shall be sufficient to bind such party. This Agreement shall be subject to execution by electronic means in accordance with Article 40 of Chapter 66 of the North Carolina General Statutes. The titles of the paragraphs throughout this Agreement are for convenience only and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this instrument.

17. Conflicts. Except with PWC’s knowledge and prior written consent, the Seller shall not engage in any activity or accept any employment, interest or contribution that would reasonably appear to compromise the Seller’s professional judgment with respect to the Goods.

The Seller shall disclose to PWC any business or personal relationship with any Commissioner, officer, director, manager, or supervisor of PWC.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

Fayetteville Public Works Commission [INSERT SELLER’S FULL LEGAL NAME]

By: ______________________________ By: _______________________________ Timothy Bryant, CEO/General Manager ___________________, ___________ (Printed Name) (Title)

Date: ____________________________ Date: ____________________________

This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act (N.C. Gen. Stat. § 159-1 et seq.).

By: _____________________________ Rhonda Haskins, Chief Financial Officer

Approved as to form:

Legal Dept.

Attachment F

PWC2425006

SMALL LOCAL SUPPLIER / MWDBE SUBCONTRACTOR

DISCLOSURE FORM

Contractor: __________________________________________________________________ Address & Phone: _____________________________________________________________ Project: _____________________________________________________________________ Name: ______________________________________________________________________ Pay Application # _____________________________________________________________

Please complete the below form by providing the necessary information for the payments made to each subcontractor, vendor, or supplier for the work associated with the identified pay application. This form must be fully completed and attached to each pay application.

Firm Name, Address, and Contact Information

Payment Amount Type of Work/Commodity (Include NAICS

Code)

Signature

Printed Name Title

Date

Attachment G