RFP Customer Service Bill Printing.pdf

Template August 2021

TOWN Of CLAYTON North Carolina

REQUEST FOR PROPOSALS

Issued by Customer Service Department

Direct Inquiries to: Ann Game Customer Service Director

Email: agame@townofclaytonnc.org

RFP Name: Town of Clayton Customer Service Utility Bill Design and Services RFP Number: 700-CS-2025-01

Issue Date: July 16, 2024 Proposal Due Date: July 29, 2024

Table of Contents

1 REQUEST FOR PROPOSALS

1.1 Introduction

1.2 Purpose and Background

1.3 Notice to Vendors Regarding RFP Terms and Conditions

1.4 RFP Response Timeline

1.5 Pre-Proposal Conference/Site Visit

1.6 Proposal Questions

1.7 Proposal Submission Requirements and Contact Information

1.8 Rights to Submitted Material

2 PROPOSALS

2.1 Request for Proposal Document

2.2 Evaluation Criteria

2.3 Proposal Evaluation Process

2.4 Final Selection

2.5 Contract Term

2.6 Invoices

2.7 Notice to Proposers Regarding RFP Terms and Conditions

3 SCOPE OF SERVICES

4 COST PROPOSAL/EXECUTION OF PROPOSAL

REFERENCES

INSTRUCTIONS TO VENDORS

TOWN OF CLAYTON STANDARD TERMS AND CONDITIONS

1. REQUEST FOR PROPOSALS

1.1. Introduction

The Town of Clayton, North Carolina, is seeking the services of a qualified Utility Bill Printing firm, to provide utility bill design and letter printing, utility bill & letter mailing including pre-printed, or vendor printed inserts, address verification; and electronic presentment, including email notifications or bill availability and web-based presentation of bill.

1.2. Purpose and Background

The Town serves approximately 15,000 residential, commercial, and industrial customers. The Town’s service area includes the incorporated areas of the Town of Clayton, The Town bills water/wastewater, electric and solid waste charges on behalf of the Town of Clayton to customers who benefit from those services.

1.3. Notice to Vendors Regarding RFP Terms and Conditions

It shall be the Vendor’s responsibility to read the Instructions, the Town’s terms and conditions, all relevant exhibits and attachments, and any other components made a part of this RFP and comply with all requirements and specifications herein. Vendors also are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this RFP.

If Vendors have questions, issues, or exceptions regarding any component within this RFP, those must be submitted as questions in accordance with the instructions in Section 1.6 Proposal Questions. If the Town determines that any changes will be made because of the questions asked, then such decisions will be communicated in the form of an RFP addendum. The Town may also elect to leave open the possibility for later negotiation and amendment of specific provisions of the Contract that have been addressed during the question submission period. Other than through this process, the Town rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor’s proposal.

This applies to any language appearing in or attached to the document as part of the Vendor’s proposal that purports to vary any terms and conditions or Vendors’ instructions herein or to render the proposal non-binding or subject to further negotiation. Vendor’s proposal shall constitute a firm offer. By execution and delivery of this RFP Response, the Vendor agrees that any additional or modified terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect, and will be disregarded. Noncompliance with, or any attempt to alter or delete, this paragraph shall constitute sufficient grounds to reject Vendor’s proposal as nonresponsive.

1.4. RFP Response Timeline

The RFP process shall adhere to the following schedule:

Note: All times shown as Eastern Time (ET).

1.5. Pre-Proposal Conference/Site Visit: Non/Applicable

1.6. Proposal Questions

Upon review of the RFP documents, Vendors may have questions to clarify or interpret the RFP to submit the best proposal possible. To accommodate the Proposal Questions process, Vendors shall submit any such questions by the above due date. The Town will not entertain any further questions after the due date.

RFP Process Date and time RFP posted July 16, 2024 Pre-Proposal Conference (if Applicable) NA Proposers Written Questions Due July 22, 2024 Town Responses to Proposers questions July 25, 2024 Proposal Submission Deadline July 29, 2024 4:00 PM

Written questions shall be emailed to agame@townofclaytonnc.org by the date and time specified above.

Vendors should enter “RFP #700-CS-2025-01: Questions” as the subject for the email. Questions submittals should include a reference to the applicable RFP section and be submitted in a format shown below:

Reference Vendor Question

RFP Section, Page Number Vendor question …?

Questions received prior to the submission deadline date, the Town’s response, and any additional terms deemed necessary by the Town will be posted in the form of an addendum to the Interactive Purchasing System (IPS), http://www.ips.state.nc.us, and shall become an Addendum to this RFP. No information, instruction or advice provided orally or informally by any Town personnel, whether made in response to a question or otherwise in connection with this RFP, shall be considered authoritative or binding. Vendors shall rely only on written material contained in an Addendum to this RFP.

It is the Proposer's responsibility to assure that all addenda have been reviewed and, if need be, signed and returned.

1.7. Proposal Submission Requirements and Contact Information

Proposer must submit one (1) a signed PDF version of the RFP to agame@townofclaytonnc.org by the due date in section 1.3. Proposals emailed after the due date will be marked nonresponsive/responsible and be rejected.

1.7.1. Description of the Proposed Solution

1.7.2. Implementation Plan

1.7.2.1. Provide a description of your proposed project approach.

1.7.2.2. Provide a description of all proposed project methodologies and automated tools.

1.7.2.3. Provide representative sample deliverables or deliverable templates for all proposed project deliverables, including reports, minutes, memoranda, etc.

1.7.3. Proposed Project Personnel and Project Organization

1.7.3.1. Proposers should determine and provide any associated project roles and responsibilities necessary to support their proposal for both CFPUA and the Vendor.

1.7.3.2. The Proposer must submit resumes of the Proposer’s key personnel and key subcontractors (if any) to be assigned to the project. Additionally, the Proposer must indicate milestones and task assignments for everyone named in the proposed project Implementation Plan. CFPUA requires named staff to remain on the project for the defined duration of specified activities. The Proposer must obtain CFPUA approval to remove or replace any Named Key Person. Failure to comply with this provision may be the cause for a breach of the contract agreement. At a minimum, the proposed Project Manager and the proposed Team Leads must be named.

1.7.3.3. The Proposer must submit the identification of any partner relationships that are part of the proposal.

1.7.4. Training Plan

1.7.4.1. Proposers must provide a training plan outlining the content of instruction and verification of learning for users and system administrators. This should include details on modules, new business processes, recommended location, duration, and mailto:agame@townofclaytonnc.org http://www.ips.state.nc.us/ mailto:agame@townofclaytonnc.org how training is matched to personnel skill levels. The Town desires that the Proposer propose project team training and user training well in advance of go-live.

1.7.5. System Performance and Availability

1.7.5.1. Proposers must discuss the performance characteristics (response time, benchmarked transaction capabilities, etc.) of the software applications being proposed. This should assume the Proposer’s recommended computer solutions are implemented and no other applications are running on the proposed computer equipment. The Proposer may be expected to include system performance standards as part of the contract, which will become an element of acceptance criteria for the system. If performance is subpar upon installation and implementation of the new system, describe the remedies available and any additional costs to obtain the standards offered.

1.7.5.2. Proposers must provide the following information about their proposed solution:

1.7.5.3. How many hours of the day the system is available for user inquiry?

1.7.5.4. Describe any processing windows and run times.

1.7.5.5. Proposals received after the “RFP Due” deadline above will be marked nonresponsive/responsible and rejected. The Town reserves the right to reject any or all proposals for any reason and to waive any informality it deems in its best interest.

Any requirements in the RFP that cannot be met must be indicated in the proposal.

Proposers must respond to the entire Request for Proposals (RFP). Any proposals received by the Town that are incomplete in their responses will be immediately disqualified.

1.8. Rights to Submitted Material

All proposals, responses, inquiries, or correspondence relating to or in reference to this RFP, and all reports, charts, and other documentation submitted by Proposers (other than materials submitted as and qualifying as trade secrets under North Carolina law) shall become the property of the Town when received and the entire proposal shall be subject to the public records laws of the State of North Carolina except where a proper trade secrets exception has been made by the Proposer in accordance with the procedures allowed by North Carolina law.

The Town reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the Proposer of the conditions contained in this Request for Proposal.

2. PROPOSALS

2.1. Responses must follow the format outlined herein. The Town may reject as non-responsive at its sole discretion any proposal or any part thereof that is incomplete, inadequate in its response, or departs in any substantive way from the required format. Proposal responses shall be organized in the following manner:

2.1.1. Cover Letter/Letter of Intent

2.1.2. Introduction letter with intent as it may pertain to the Request for Proposal.

2.1.3. Corporate Background and Experience

2.1.4. This section should include background information on the firm and should give details of experience with similar projects. A list of three (3) references (including contact people and telephone numbers) for which similar work has been performed shall be included, and the list shall include all similar contracts performed by the Proposer in the past five years. The evaluation team will randomly select at least three of these references, but the evaluators reserve the right to contact all the references listed, if information from the three references contacted warrant further inquiry. The failure to list all similar contracts in the specified period may result in the rejection of the Proposer’s proposal. The evaluators may check all public sources to determine whether Proposer has listed all contracts for similar work within the designated period. If the evaluators determine that references for other public contracts for similar contracts were not listed, the evaluators may contact the public entities to make inquiry into Proposer’s performance of those contracts and the information obtained may be considered in evaluating Proposer’s proposal.

2.1.5. Financial Statement (Not Applicable)

2.1.6. Project Understanding, Approach and Schedule:

This section shall include, in narrative, outline, and/or graph form the Proposer's approach to accomplishing the tasks outlined in the Scope of Work section of this RFP.

A description of each task and deliverable and the schedule for accomplishing each shall be included.

2.1.7. Team Organization, Experience and Certifications/Qualifications: (Not Applicable)

2.1.8. Cost Proposal (Page with Pricing)

2.1.9. The Cost Proposal shall be submitted and contain:

2.1.9.1. TOTAL COST: A total not to exceed cost representing the maximum amount for all work to be performed must be clearly indicated under this heading.

2.1.9.2. NOTE: A cost summary sheet is often helpful for evaluation. Make the format very clear so you are not "comparing apples and oranges”.

2.2. Request for Proposal Document

The RFP is comprised of the base RFP document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFP in advance of any Contract award are incorporated herein by reference.

2.3. Evaluation Criteria

2.3.1.1. This is not a bid. There will not be a public bid opening. Proposals will be evaluated based on the following criteria:

Criteria (a) Weight

(b) Score (0-3)

(a) x (b) Weighted Score

Cover letter / Letter of Intent 0

References (Past Experience) 35

Project understanding and approach 40

Cost Proposal 25

Final Score

Score Points 0- Missing or Does Not Meet Expectation 2- Meets Expectation 1- Partially Meets Expectation 3- Exceeds Expectation

2.4. Proposal Evaluation Process

The Town shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP.

2.4.1. The Town will conduct a One-Step evaluation of Proposals:

Proposals will be received from each Vendor via email to agame@townofclaytonnc.org .

All proposals must be received by the issuing agency not later than the date and time specified on the cover sheet of this RFP.

At that date and time, the Interested parties are cautioned that these costs and their components are subject to further evaluation for completeness and correctness and therefore may not be an exact indicator of a vendor’s pricing position.

At their option, the evaluation team may request oral presentations or discussion with any or all Vendors for the purpose of clarification or to amplify the materials presented in any part of the proposal. Vendors are cautioned, however, that the evaluators are not required to request presentations or other clarification—and often do not. Therefore, all proposals should be complete and reflect the most favorable terms available from the Vendor.

2.4.2. Proposals will generally be evaluated according to completeness, content, and experience with similar projects, ability of the Vendor and its staff, and cost. Specific evaluation criteria are listed above.

2.4.3. EVALUATION CRITERIA,

Vendors are cautioned that this is a request for offers, not an offer or request to contract, and the Town reserves the unqualified right to reject all offers at any time if such rejection is deemed to be in the best interest of the Town.

2.5. Final Selection

Proposals will be reviewed by Town Staff and Procurement after reviewing and will be ranked in order of choice. After a thorough and completed evaluation, a recommendation will be made to negotiate a contract with the #1 choice and, if unsuccessful, to then pursue negotiations with the #2 choice. All Proposers will be notified of their standing immediately following the award of the contract. The price quoted must be held firm for 90 days after the RFP is due. The Town reserves the right to make an award without further discussion of the proposal submitted. The Town shall not be bound or in any way obligated until both parties have executed a contract. The Town also reserves the right to delay the award of a contract or to not award a contract. The RFP will be awarded by evaluation of the proposal.

The general conditions and specifications of the RFP and the selected proposal, as amended by agreement between the Town and the selected Proposer including e-mail or written correspondence relative to the RFP, may become part of the contract documents. Failure of the awarded Contractor to perform as represented may result in elimination of the Contractor from competition or in contract cancellation or termination.

mailto:agame@townofclaytonnc.org

2.6. Contract Term

The Contract shall have an initial term of three (3) years beginning on the date of contract award (the “Effective Date”). The Town shall have the option, in its sole discretion, to renew the Contract on the same terms and conditions for up to a total of two additional one-year terms. The Town will give the Vendor written notice of its intent whether to exercise each option by a duly authorized amendment.

2.7. Invoices

2.7.1. Invoices must be submitted to the Town of Clayton Accounts Payable by email on the Contractor’s official letterhead stationery and must be identified by a unique invoice number. All invoice backup reports and spreadsheets must be provided in electronic format. Email invoices to invoice@townofclaytonnc.0rg

2.7.2. Invoices must bear the purchase order number to ensure prompt payment. The Vendor’s failure to include the correct purchase order number may cause delay in payment.

2.7.3. Invoices must include an accurate description of the work for which the invoice is being submitted, the invoice date, the period of time covered, the amount of fees due to the Vendor.

2.7.4. Notice to Proposers Regarding RFP

It shall be the Proposer’s responsibility to read the Instructions, all relevant exhibits and attachments, and any other components made a part of this RFP and comply with all requirements and specifications herein. Proposers also are responsible for obtaining and complying with all addenda and other changes that may be issued in connection with this

RFP.

3. SCOPE OF SERVICES (Attachment A)

4. COST PROPOSAL/EXECUTION OF PROPOSAL

By submitting this proposal, the potential contractor certifies the following:

4.1.1. This proposal is signed by an authorized representative of the firm.

4.1.2. All cost and availability associated with performing the services described herein have been determined and included in the proposed cost.

4.1.3. The potential contractor has read and understands the conditions set forth in this RFP to include TOC general conditions/service terms, any addenda, and all attached exhibits and agrees to them with no exceptions.

By:

(Signature)

Name:

(Printed)

Title:

Date mailto:invoice@townofclaytonnc.0rg

REFERENCES

The offer must supply (3) three Governmental Agency references for which Bill Design and Print services have been performed during the past (5) five years. Offerors are cautioned to provide accurate reference information. References will be checked during the evaluation period.

OFFEROR: _________________________________________________________________

CITY, STATE, ZIP: __________________________________________________________

Reference # 1

Agency or Firm Name: ________________________________________________________

Business Address _____________________________________________________________

City: ______________________________ State: ________ Zip Code: _____________

Phone Number: (____) ______________________ Fax Number: (____) ________________

Email Address: ______________________________________________________________

Reference # 2

Agency or Firm Name: ________________________________________________________

Business Address _____________________________________________________________

City: ______________________________ State: ________ Zip Code: _____________

Reference # 3

Agency or Firm Name: ________________________________________________________

Business Address ____________________________________________________________

City: ______________________________ State: ________ Zip Code: _____________

INSTRUCTIONS TO VENDORS

1. READ, REVIEW AND COMPLY: It shall be the Vendor’s responsibility to read this entire document, review all enclosures and attachments, and any addenda thereto, and comply with all requirements specified herein, regardless of whether appearing in these Instructions to Vendors or elsewhere in this RFP document.

2. LATE PROPOSALS: Late proposals, regardless of cause, will not be opened or considered, and will automatically be disqualified from further consideration. It shall be the Vendor’s sole responsibility to ensure delivery at the designated office by the designated time.

3. ACCEPTANCE AND REJECTION: The Town reserves the right to reject any and all proposals, to waive any informality in proposals and, unless otherwise specified by the Vendor, to accept any item in the proposal. If either a unit price or an extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded.

4. BASIS FOR REJECTION: The Town reserves the right to reject any and all offers, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered, non-compliance with the requirements or intent of this solicitation, lack of competitiveness, error(s) in specifications or indications that revision would be advantageous to the Town, cancellation or other changes in the intended project or any other determination that the proposed requirement is no longer needed, limitation or lack of available funds, circumstances that prevent determination of the best offer, or any other determination that rejection would be in the best interest of the Town.

5. EXECUTION: Failure to sign EXECUTION PAGE in the indicated space will render proposal non-responsive, and it shall be rejected.

6. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or those in any resulting contract, the order of precedence shall be (high to low): (1) Contract Terms,

(2) RFP Terms, (3) Instructions in INSTRUCTIONS TO VENDORS, and (4) Vendor’s Proposal.

7. INFORMATION AND DESCRIPTIVE LITERATURE: Vendor shall furnish all information requested and, in the spaces, provided in this document. Further, if required elsewhere in this proposal, each Vendor must submit with their proposal sketches, descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Proposals that do not comply with these requirements shall be subject to rejection without further consideration.

8. MINORITY WOMEN BUSINESS ENTERPRISES (MWBE): The Town invites and encourages participation in this procurement process by minority women business enterprises (MWBE) in accordance with North Carolina General Statute 143-129.

9. DIVERSITY AND INCLUSION: The Town encourages vendors to have a diverse and inclusive project team involved in all aspects of this project.

10. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, the Town will maintain confidential trade secrets that the Vendor does not wish to disclose. As a condition to confidential treatment, each page containing trade secret information shall be identified in boldface at the top and bottom as “CONFIDENTIAL” by the Vendor, with specific trade secret information enclosed in boxes or similar indication. Cost information shall not be deemed confidential under any circumstances. Regardless of what a Vendor may label as a trade secret, the determination whether it is or is not entitled to protection will be determined in accordance with G.S. 132-1.2. Any material labeled as confidential constitutes a representation by the Vendor that it has made a reasonable effort in good faith to determine that such material is, in fact, a trade secret under G.S. 132-1.2. Vendors are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible.

11. COMMUNICATIONS BY VENDORS: In submitting its proposal, the Vendor agrees not to discuss or otherwise reveal the contents of its proposal to any source, government or private, outside of the using or issuing agency until after the award of the Contract or cancellation of this RFP. All Vendors are forbidden from having any communications with the using or issuing agency, or any other representative therein, concerning the solicitation, during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the Contract), unless the Town directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to the issuing and/or using agency any information commenting on the ability or qualifications of any other Vendor to provide the advertised good, equipment, commodity;

(b) identify defects, errors and/or omissions in any other Vendor’s proposal and/or prices at any time during the procurement process; and/or (c) engage in or attempt any other communication or conduct that could influence the evaluation and/or award of the Contract that is the subject of this RFP. Vendors not in compliance with this provision may be disqualified, at the option of the Town, from the Contract award. Only those communications with the using agency or issuing agency authorized by this RFP are permitted.

12. WITHDRAWAL OF PROPOSAL: A Proposal may be withdrawn only in writing and received by the office issuing the RFP prior to the time for the opening of Proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). A withdrawal request must be on Vendor’s letterhead and signed by an official of the Vendor authorized to make such request. Any withdrawal request made after the opening of Proposals shall be allowed only for good cause shown and in the sole discretion of the Division of Purchase and Contract.

13. INFORMAL COMMENTS: The Town shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of the Town during the competitive process or after award. The Town is bound only by information provided in this RFP and in formal Addenda issued through IPS.

14. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor’s sole responsibility; the Town will not reimburse any Vendor for any costs incurred prior to award.

15. VENDOR’S REPRESENTATIVE: Each Vendor shall submit with its proposal the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's proposal.

16. SUBCONTRACTING: Unless expressly prohibited, a Vendor may propose to subcontract portions of the work to identified subcontractor(s), provided that its proposal clearly describe what work it plans to subcontract and that Vendor includes in its proposal all information regarding employees, business experience, and other information for each proposed subcontractor that is required to be provided for Vendor itself.

Town of Clayton Service Terms and Conditions Do not mark up terms and conditions with return of the RFP

Non-discrimination To the extent permitted by North Carolina law, the parties hereto for themselves, their agents, officials and employees agree not to discriminate in any manner on the basis of race, color, creed, national origin, sex, age, handicap with reference to the subject matter of this Contract.

Minority or Women Owned Business Enterprise Pursuant to General Statues of North Carolina Section 143-128 and 143-131 and to Town policy, the Town of Clayton encourages and provides equal opportunity for Certified Minority and Woman- Owned Business Enterprise (MWBE) businesses to participate in all aspects of the Town’s contracting and procurement programs to include – Professional Services; Services; and Construction.

Furthermore, the Towns goal is to contract or subcontract ten (10%) of the contract amount to Certified MWBE’s on construction projects, service and professional service contracts. If there are any questions, Contact Shaun Mizell, Procurement, Contracts and MWBE Manager at Phone: 919-359- 9343 or smizell@townofclaytonnc.org.

Assignment This Contract may not be assigned without the express written consent of the Town.

Applicable Law This Agreement shall be governed by the laws of the State of North Carolina without regard to North Carolina’s choice of law provisions. Any lawsuit or other legal proceeding concerning this Agreement and/or the Services must be filed and proper venue shall be in the Civil Superior Court of Johnston County, North Carolina.

Insurance Contractor hereby agrees that as a condition precedent to commencing such Work under this Contract, it will present to the Town acceptable certificates of insurance and corresponding endorsements, or at the Town’s request, copies of the executed policies evidencing the maintenance of the following insurance coverage of the Contractor and demonstrating that the Town is an additional insured under all policies, except the workers compensation policy. Contractor shall maintain such insurance at all times during the performance of any Work and for a period of one (1) year following completion of its work.

Contractor (and its consultants and subcontractors or anyone directly or indirectly employed by any of them unless other insurance requirements are approved in writing, in advance by the Town) shall provide and maintain the following types and amounts of insurance:

Commercial General Liability Insurance:

Contractor shall provide Commercial General Liability insurance using the 2013 ISO Occurrence Form or an equivalent form. The Commercial General Liability insurance must include coverage for “Premises- Operations”, “Independent Contractors”, “Products-Completed Operations”, Personal Injury” and “Contractual Liability” and must not include an exclusion for “action over” claims. The “Contractual Liability” must include the tort liability of another assumed in a business contract. The Contractor or his agent shall verify that there is no endorsement or modification of the CGL limiting the scope of coverage for liability arising from “explosion”, “collapse”, or “underground” property damage (known as the “x,c,u” exclusions). This insurance shall be maintained throughout the duration of the Project and for a minimum of one (1) year following completion of the Work. Limits shall be as follows:

mailto:smizell@townofclaytonnc.org

Each Occurrence Limit Bodily Injury/Property Damage Liability $1,000,000 Personal Injury Liability $1,000,000

General Aggregate Limit $2,000,000 Products/Completed Operations Aggregate Limit $5,000,000

The policy must include:

The General Aggregate Limit is to be written on a "per project" basis using Contractor’s “Per Project” endorsement: Amendment-Aggregate Limits of Insurance (CG 2503 or equivalent form). The “Products/Completed Operations” Aggregate Limit must be at least $5,000,000, or written confirmation provided that the Commercial Umbrella coverage affirmatively “follows form” and includes liability coverage arising out of the insured’s “Completed Operations.

The Town is to be named as an additional insured in the Contractor's policies with respect to this

Project using the Additional Insured-Owners, Contractor endorsements (CG 20 10 10 01 & 20 37 10 01), or a substitute providing equivalent coverage. Verification of additional insured status shall be furnished to the Town by mailing a copy of the endorsement AND Certificate of Insurance.

This insurance will apply as primary insurance with respect to any other insurance or self-insurance the Town may have or elect to carry with respect to this Project.

Broad Form Property Damage coverage, including completed operations, or its equivalent.

The work “performed on your behalf by a subcontractor” exception to the “Damage to Your

Work” exclusion (Exclusion “l” in Section I of the ISO form CG 00 01 10 01 and earlier versions.) No limitation or restriction of this exception is allowed.

There shall be no exclusions for continuing or progressive losses not known by Contractor to exist prior to policy inception.

Business Automobile Liability Insurance:

Contractor must provide and maintain business automobile liability insurance for all “owned”, “non-owned” and “hired” vehicles on ISO form CA 00 01 12/90 or equivalent coverage form with the following limits:

Combined Single Limit $1,000,000 per accident

Equivalent “split limits” satisfying the Umbrella Excess Liability underlying requirements are acceptable but should be noted on the Certificate of Insurance.

If necessary, the Business Automobile Liability policy shall be endorsed to provide contractual liability coverage equivalent to that provided in 1990 and later editions of the ISO CA 00 01 form.

The Town is to be named as an additional insured on the Business Automobile Liability policy.

Verification of additional insured status shall be furnished to the Town by mailing a copy of the endorsement and Certificate of Insurance.

Workers Compensation:

Contractor shall provide and maintain Workers Compensation and Employers Liability insurance providing coverage in the state (or states) in which the project is performed. Limits and coverage shall be as follows:

Workers Compensation Insurance Statutory Limits

Employers Liability Insurance $500,000 each accident $500,000 policy limit $500,000 each employee

Contractor waives all rights against the Town, its officers, agents, employees and representatives for all claims and injuries covered by Workers Compensation benefits. Contractor shall require its subcontractors to execute such a waiver in favor of the Town. Verification of such waiver of subrogation shall be furnished to Town by mailing a copy of the endorsement and Certificate of Insurance.

Umbrella Excess Liability:

Contractor shall provide umbrella and/or excess liability insurance on an "occurrence" basis providing "following form" coverage for the underlying coverages outlined above with the following minimum limits:

Each Occurrence Limit $2,000,000 Aggregate Limit $2,000,000

The Town is to be named as an additional insured on the Umbrella/Excess Liability policy.

Verification of additional insured status shall be furnished to the Town by mailing a copy of the endorsement and Certificate of Insurance.

Property Insurance:

Contractor shall maintain “Special Form” property insurance (commonly referred to as “all risk” or “special perils” coverage) in an amount equal to the full replacement cost of all Contractor’s real and personal property (for which it has title and/or risk of loss), as well as real and personal property which becomes a final part of the Project, during its off-Project status, in transit and while stored or worked upon away from, or on, the Project site. All policy proceeds shall be used for the repair or replacement of the property damaged or destroyed.

Contractor hereby waives all rights of recovery against the Town including their subsidiaries, partners, partnerships, affiliated companies, successors and assigns, with respect to any loss or damage, including consequential loss or damage, to the Contractor’s property caused or occasioned by any peril or perils covered under any policy or policies of property insurance carried by the Contractor. Contractor shall cause its insurance carriers to consent to such waiver of subrogation.

Waiver of Subrogation:

Contractor waives all rights of subrogation or recovery of damages against Town (and Town’s agents and employees) to the extent such damages are covered by the insurance carried or required to be carried under the Agreement. Contractor (and its consultants and subcontractors, or anyone directly or indirectly employed by any of them) shall cause each policy required hereunder to contain provisions allowing waiver of rights of recovery prior to a loss and waivers of rights of subrogation against Town on the part of the insurer. Contractor shall cause its consultants, subcontractors and sub-subcontractors, agents and employees to execute similar waivers of subrogation in favor of Town for all insurance coverage except

Worker’s Compensation. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether the person or entity had an insurable interest in the property damage.

Evidence of Insurance:

Contractor shall furnish Certificates of Insurance and required endorsements to the Town prior to commencement of the Work. The certificate holder (and additional insured) should read as follows:

Town of Clayton ATTN: Town Manager P.O. Box 879 Clayton, NC 2752

The Certificate(s) of Insurance and corresponding endorsements shall be signed by a duly authorized representative of each insurance company, showing compliance with the insurance requirements set forth herein. The certificate should expressly state that if there is any material change in coverage (cancellation, expiration, or exclusion of a specifically required coverage such as completed operations) that the Contractor or his agent will make every reasonable effort to notify the Town at least thirty (30) days prior to such change by written notice.

The insurance companies providing coverage must be rated "A-" VII or better by A. M. Best's and be licensed in the state where the project is located. Any exceptions to the requirement of (1) being licensed by the state, or (2) having a Best's "A-" VII rating or better, must be referred to the Town for prior approval.

If Contractor fails to maintain the required insurance as outlined above, the Town shall have the right, but not the obligation, to purchase such insurance at the Contractor’s sole expense. Contractor’s failure to maintain insurance as required may result in termination of this contract at the Town’s option.

However, the failure of the Town to demand Certificates of Insurance or evidence of full compliance with these insurance requirements shall not constitute a waiver of the Contractor’s obligation to maintain such insurance.

Indemnity

Contractor agrees to indemnify, hold, and save harmless the Town from and against any and all losses, claims, damages, costs, lawsuits, judgments, settlements and expenses, including attorneys’ fees and paraprofessionals’ fees (collectively “Liability”) arising out of or alleged to have arisen out of any of the following, provided that the fault of Contractor or any party for which Contractor is responsible is a proximate cause of such Liability:

Breach of contract, negligence, alleged breach of contract or negligence by Contractor. If any third party shall make any claim against the Town arising out of or relating to the Work of Contractor, in whole or in part, then Contractor shall similarly defend and hold the Town harmless against such claims, even if they be false or fraudulent;

Bodily injury to any persons, including death, or damage to any property, whether owned, leased, or used by the Town, Contractor, or others, including, without limitation, loss of use or services, occurring in or arising out of or in connection with the Work. Provided, however, this provision shall not be construed so as to have the effect of indemnifying and holding harmless the Town from and against such losses, damages, costs, claims, lawsuits, judgments, settlements, and expenses which shall arise out of the negligent acts or omissions of the Town in connection with Work herein contemplated;

Property damage caused by the Contractor or occurring on account of or arising out of Contractor’s Work and/or activities;

Contractor’s violation or alleged violation of any federal, state or local laws, rules, regulations, requirements or common law.

Contractor agrees to defend the Town from and against all losses, claims, damages, costs, lawsuits, judgments, settlements and expenses, including attorneys’ fees and paraprofessionals’ fees arising out of or alleged to have arisen out of any of the occurrences, regardless of fault.

Intellectual Property Any information, data, instruments, documents, studies, reports or deliverables given to, exposed to, or prepared or assembled by the Contractor under this Contract shall be kept as confidential proprietary information of the Town and not divulged or made available to any individual or organization without the prior written approval of the Town. Such information, data, instruments, documents, studies, reports or deliverables will be the sole property of the Town and not the Contractor.

All intellectual property, including, but not limited to, patentable inventions, patentable plans, copyrightable works, mask works, trademarks, service marks and trade secrets invented, developed, created or discovered in performance of this Contract shall be the property of the Town.

Copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of the Contractor’s performance of this project shall vest in the Town. Works of authorship and contributions to works of authorship created by the Contractor’s performance of this project are hereby agreed to be ‘works made for hire’ within the meaning of 17 U.S.C. 201.

Force Majeure Except as otherwise provided in any environmental laws, rules, regulations or ordinances applicable to the parties and the services performed under this Contract, neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by an act of war, hostile foreign actions, nuclear explosion, earthquake, hurricane, tornado, pandemic, measures of any governmental authority taken in response to a pandemic or natural catastrophic event, or other catastrophic natural event or act of God. Either party to the Contract must take reasonable measures and implement reasonable protections when a weather event otherwise defined as a force majeure event is forecast to be eligible to be excused from the performance otherwise required under this Contract by this provision.

Advertising The Contractor shall not use the existence of this Contract, or the name of the Town of Clayton, as part of any advertising without the prior written approval of the Town.

Cancellation The Town may terminate this Contract at any time by providing thirty (30) days written notice to the Contractor. In addition, if Contractor shall fail to fulfill in timely and proper manner the obligations under this Contract for any reason, including the voluntary or involuntary declaration of bankruptcy, the Town shall have the right to terminate this Contract by giving written notice to the Contractor and termination will be effective upon receipt. Contractor shall cease performance immediately upon receipt of such notice.

In the event of early termination, Contractor shall be entitled to receive just and equitable compensation for costs incurred prior to receipt of notice of termination and for the satisfactory work completed as of the date of termination and delivered to the Town. Notwithstanding the foregoing, in no event will the total amount due to Contractor under this section exceed the total amount due Contractor under this Contract. The Contractor shall not be relieved of liability to the Town for damages sustained by the Town by virtue of any breach of this Contract, and the Town may withhold any payment due to the Contractor for the purpose of setoff until such time as the Town can determine the exact amount of damages due the Town because of the breach.

Payment of compensation specified in this Contract, its continuation or any renewal thereof, is dependent upon and subject to the allocation or appropriation of funds to the Town for the purpose set forth in this Contract.

Laws/Safety Standards The Contractor shall comply with all laws, ordinances, codes, rules, regulations, safety standards and licensing requirements that are applicable to the conduct of its business, including those of Federal, State, and local agencies having jurisdiction and/or authority.

All manufactured items and/or fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving a connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate state inspector which customarily requires the label or re-examination listing or identification marking of the appropriate safety standard organization, such as the American Society of Mechanical Electrical Engineers for pressure vessels; the Underwriters' Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; or the American Gas Association for gas operated assemblies, where such approvals of listings have been established for the type(s) of devices offered and furnished. Further, all items furnished by the Contractor shall meet all requirements of the Occupational Safety and Health Act (OSHA), and state and federal requirements relating to clean air and water pollution.

Contractor must comply with North Carolina Occupational Safety and Health Standards for General Industry, 29CFR 1910. In addition, Contractor shall comply with all applicable occupational health and safety and environmental rules and regulations.

Contractor shall effectively manage their safety and health responsibilities including:

A. Accident Prevention Prevent injuries and illnesses to their employees and others on or near their job site. Contractor managers and supervisors shall ensure personnel safety by strict adherence to established safety rules and procedures.

B. Environmental Protection Protect the environment on, near, and around their work site by compliance with all applicable environmental regulations.

C. Employee Education and Training Provide education and training to all contractors employees before they are exposed to potential workplace or other hazards as required by specific OSHA Standards.

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

Miscellaneous The Contractor shall be responsible for the proper custody and care of any property furnished or purchased by the Town for use in connection with the performance of this Contract, and will reimburse the Town for the replacement value of its loss or damage.

The Contractor shall be considered to be an Independent Contractor and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. Nothing herein is intended or will be construed to establish any agency, partnership, or joint venture. Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Contract. Such employees shall not be employees of or have any individual contractual relationship with the Town.

This Contract may be amended only by written agreement of the parties executed by their authorized representatives.

E – Verify Contractor shall comply with E-Verify, the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law and as in accordance with N.C.G.S. §64-25 et seq. In addition, to the best of Contractor’s knowledge, any subcontractor employed by Contractor as a part of this contract shall be in compliance with the requirements of E-Verify and N.C.G.S. §64-25 et seq.

Federal Funds. The Contractor shall make all necessary inquiries to correctly identify the source of funding for Agreement. If the source of funds for 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 state or local 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 U.S.C.

3145); Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708); Clean Air Act (42 U.S.C.

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 U.S.C. 1352);

Procurement of Recovered Materials (2 C.F.R. § 200.322); and Record Retention Requirements (2 CFR § 200.324).

Emergencies. Notwithstanding anything else in this Contract, while federal, state, or local state(s) of emergency are in effect, or when a public health emergency has been declared, Contractor shall comply with all guidance and recommendations of the Centers for Disease Control, the State of North Carolina, Johnston County, unless mutually agreed to in writing by Town and Contractor.

Non-waiver. If Town at any time does not require Contractor to satisfy any of Contractor’s obligations under this Contract, or if Town fails at any time to exercise any right or privilege granted to it by this Contract, that shall not waive or limit Town’s ability to require Contractor to satisfy those obligations in the future or Town’s ability to enforce its rights or privileges in the future. If Town waives any breach of this Contract by Contractor, that shall not be deemed a waiver of any later breach by Contractor, nor shall it be deemed a waiver of this section of the Contract.

Independent Contractor.