University Lake Dam Improvements Concrete Rehabilitation Addendum.pdf

Addendum No. 1

OWASA University Lake Dam Concrete Rehabilitation

Addendum No.1

SPECIFICATIONS:

SECTION 00 11 00 – Advertisement for Bids

Replace specification section 00 11 00 in its entirety with Attachment #2 which modifies the Bid Opening Date as follows:

Sealed Bids will be received by Orange Water and Sewer Authority from Bidders until 2:00P.M., local time, on September 1, 2026, for CIP No. 270-35, Project: University Lake Dam Improvements Concrete Rehabilitation in the Administrative Offices, 400 Jones Ferry Road, Carrboro, NC 27510.

SECTION 00 52 00 – Construction Contract

Replace specification section 00 52 00 in its entirety with Attachment #3 which modifies section

9.12 as follows:

9.12 Performance and Payment Bonds (If applicable)

For projects with a Contract Price exceeding $100,000, CONTRACTOR shall provide:

A Performance Bond in the amount of 100% of the Contract Price, ensuring completion of the Work in accordance with the Contract Documents. A Payment Bond in the amount of 100% of the Contract Price, ensuring payment to subcontractors, suppliers, and laborers.

GENERAL QUESTIONS AND RESPONSES:

Question: Will mechanical demolition be acceptable in lieu of hydro demolition?

Response: The contract requirement for hydro demolition shall be the basis for bidding purposes.

Engineer and Owner will evaluate Contractor proposed value engineering options, such as mechanical demolition, after bidding is complete and a contractor has been selected.

Question: Are any of the concrete repairs outside of the handrail and directly over the water?

Response: See layout on Drawing S100 - Photos 4, 9, 10, 14, 16, and Note 13 indicate areas that are outside of the handrail, directly over the normal water level of the reservoir. Engineer cannot attest to the water level of the reservoir at the time of construction.

ATTACHMENTS

Attachment #1: Pre-Bid Meeting Sign-In Sheet Attachment #2: Section 00 11 00 Advertisement for Bids Attachment #3: Section 00 52 00 Construction Contract

ATTACHMENT # 1

ATTACHMENT # 2

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ADVERTISEMENT FOR BIDS

CIP No.: [270-35]

Project: [University Lake Dam Improvements Concrete Rehabilitation]

Owner: ORANGE WATER AND SEWER AUTHORITY

400 JONES FERRY ROAD

CARRBORO, NORTH CAROLINA 27510

Date: July 22, 2026 (Modified via Addendum #1 - August 14, 2026)

Sealed Bids will be received by Orange Water and Sewer Authority from Bidders until 2:00P.M., local time, on September 1, 2026 for CIP No. 270-35, Project: University Lake Dam Improvements Concrete Rehabilitation in the Administrative Offices, 400 Jones Ferry Road, Carrboro, NC 27510.

Bids will be received for a Unit Price General Construction Contract. The Contractor and all Subcontractors shall have valid North Carolina General Contractor’s Licenses for the type and value of the work to be performed.

The Project consists of furnishing all materials, labor, equipment, tools, etc. unless otherwise specified, for the complete and operable installation of:

Concrete repairs to University Lake Dam and all associated appurtenances as described in the Specifications and as shown on the Drawings.

The foregoing description shall not be construed as a complete description of all work required.

Beginning on July 23, 2026, the Contract Documents will be on file in the in the Administrative Offices, 400 Jones Ferry Road, Carrboro, North Carolina. Printed copies of the Contract Documents are not available. Electronic copies will be transmitted to bidders by request through email, free of charge, by contacting Adam Miller, P.E. at amiller@hazenandsawyer.com. Partial sets of Contract Documents will not be made available.

The Contract Documents may be viewed free of charge in the Administrative Offices and the office of the Engineer, Jon Kucera, P.E. located at 400 Jones Ferry Road, Carrboro, NC 27510, Mondays through Fridays, between the hours of 9:00 A.M. and 4:00 P.M.

Bidders shall attend a mandatory Pre-Bid Conference at 9:00 A.M., local time, on August 4, 2026 at 400 Jones Ferry Rd, Carrboro, NC 27510 with a site walk following at 130 University Lake Road, Chapel Hill, NC 27516 .

Each Bidder shall be licensed under Chapter 87 of the North Carolina General Statutes.

Bidders are notified that “An Act to Regulate the Practice of General Contracting,” was ratified by the General Assembly of North Carolina on March 10, 1925, and that this Act and subsequent Amendments, will be observed in receiving and awarding Contracts.

Each bidder is required to submit a Non-Collusion Affidavit pursuant to Section 133-30 of the General Statutes of North Carolina.

mailto:amiller@hazenandsawyer.com

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To ensure that all Bidders are kept up to date on any Addenda, changes, or information notices, please send an e-mail to: jkucera@owasa.org indicating your intention to prepare a Bid for the Project. Failure to complete this step may render your Bid as non-responsive.

Each Bidder is advised that the Work may be inspected and supervised by an Engineer or firm under the direction of Orange Water and Sewer Authority. The Engineer or firm may also be involved in the identification of specific repair areas and the proposed method of repairs for the Work.

Orange Water and Sewer Authority requires the Project to be at Substantial Completion within 120 consecutive calendar days from date of Notice to Proceed and at Final Completion 140 consecutive calendar days from date of Notice to Proceed

Bids shall be submitted under a condition of irrevocability, except as required by law, for a period of ninety (90) calendar days after the Bid opening.

Orange Water and Sewer Authority reserves the right to accept or reject any or all Bids, to waive any and all informalities, and to disregard all nonconforming or conditional Bids or counter Bids, and to accept the Bid that will be in the best interest of Orange Water and Sewer Authority.

ORANGE WATER AND SEWER AUTHORITY

Jon Kucera, P.E., Utility Engineer July 22, 2026 (Modified via Addendum #1 – August 14, 2026)

-END OF DOCUMENT-

mailto:jkucera@owasa.org

ATTACHMENT # 3

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Contract Agreement

Table of Contents

ARTICLE 1. WORK

ARTICLE 2. CONTRACT TERM

ARTICLE 3. CONTRACT PRICE

ARTICLE 4. CHANGE ORDERS

ARTICLE 5. CONTRACT DOCUMENTS

ARTICLE 6. PAYMENT PROCEDURES

ARTICLE 7. INTEREST

ARTICLE 8. CONTRACTOR’S REPRESENTATION

ARTICLE 9. CONTRACTOR’S RESPONSIBILITIES

ARTICLE 10. PERMITS, LICENSES, AND INSPECTIONS

ARTICLE 11. FORCE MAJEURE

ARTICLE 12. INSURANCE REQUIREMENTS

ARTICLE 13. TERMINATION OF AGREEMENT

ARTICLE 14. DISPUTE RESOLUTION

ARTICLE 15. LIQUIDATED DAMAGES (IF APPLICABLE)

ARTICLE 16. SUCCESSORS AND ASSIGNS

ARTICLE 17. SURVIVAL OF OBLIGATIONS

ARTICLE 18. NOTICES

ARTICLE 19. E-VERIFY

ARTICLE 20. ENTIRE AGREEMENT

ARTICLE 21. SEVERABILITY

ARTICLE 22. CONTRACT SIGNATURES

EXHIBITS

EXHIBIT A – SCOPE OF WORK

EXHIBIT B – COMPENSATION TERMS

EXHIBIT C – CONTRACTOR CERTIFICATIONS

EXHIBIT D – FORM OF SUBMITTALS

EXHIBIT E – EJCDC STANDARD GENERAL CONDITIONS

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ORANGE WATER AND SEWER AUTHORITY

CONSTRUCTION CONTRACT

ORANGE COUNTY, NORTH CAROLINA

THIS CONTRACT is made, and entered into this the ____ day of _________, 202__, by and between ORANGE WATER AND SEWER AUTHORITY, a public corporate instrumentality organized and operating under Chapter 162A of the North Carolina General Statutes, (hereinafter referred to as

“OWASA,”, party of the first part and ______________________ (hereinafter referred to as

“CONTRACTOR”), party of the second part.

ARTICLE 1. WORK

The CONTRACTOR will perform the construction services described in Exhibit “A” (“Work”) in accordance with the Contract Documents, as referenced in Article 5 of this Contract, at the designated project site.

1.1 Engineer’s Role

The Project has been designed by Hazen and Sawyer (“Engineer”), who shall act as Orange Water and Sewer

Authority’s representative. The Engineer shall assume all duties and responsibilities and have the rights and authority assigned to Engineer in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents. The Engineer’s responsibilities shall include, but are not limited to, reviewing submittals, conducting inspections, evaluating Applications for Payment, and providing recommendations to OWASA regarding compliance with the Contract Documents. The Engineer shall not have authority to approve changes in the Work that affect the Contract Price or Completion Date without an approved Change Order signed by OWASA and the Contractor.

ARTICLE 2. CONTRACT TERM

This Contract shall commence upon the Effective Date and remain in effect until ___________ unless terminated earlier under its provisions. However, Work shall not begin until a Notice to Proceed (NTP) is issued.

The Work shall be Substantially Complete within 120 consecutive calendar days from the NTP and reach Final Completion within 140 consecutive calendar days from the NTP. Substantial Completion shall mean the Work is fully functional for its intended purpose, except for minor punch list items that do not impact usability, safety, or operation. Final Completion requires all punch list items to be addressed and any necessary approvals obtained, including a certificate of occupancy if required.

Prior to commencing the Work, the CONTRACTOR shall submit a progress schedule outlining anticipated start and completion dates for various phases of the Work, along with payment milestones, if applicable.

2.1 Weather-Related Delays

The Contractor may request a time extension due to severe weather conditions that prevent progress on the

Work. To request an extension, the Contractor must submit a written request, including National Weather

Service (NWS) data, within ten (10) days of the event. If OWASA determines that the delay is justified, the completion date may be adjusted accordingly through a Change Order.

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ARTICLE 3. CONTRACT PRICE

OWASA shall compensate CONTRACTOR based on either a lump sum amount or a unit price structure, as outlined in Exhibit “B” Compensation. The total amount payable (“Contract Price”) shall be

$___________, subject to any adjustments authorized through approved Change Orders.

ARTICLE 4. CHANGE ORDERS

Any adjustment to the Contract Price, modification to the Work, or change in the Contract Time must be documented in a written change order (“Change Order”). The Change Order must be signed by both

OWASA and CONTRACTOR and approved by OWASA before taking effect.

ARTICLE 5. CONTRACT DOCUMENTS

The Contract Documents, which constitute the entire agreement between OWASA and

CONTRACTOR concerning the Work, include this Contract, Exhibit A (Work), Exhibit B (Compensation

Terms), the Project Drawings and Specifications (if applicable), the Solicitation Documents issued by

OWASA, all approved Change Orders, any written amendments executed by the parties, and any other documents specifically referenced in this Contract. These documents collectively form the entire agreement between OWASA and the Contractor regarding the Work.

The Solicitation Documents issued by OWASA shall only be binding to the extent that they establish the original project requirements and specifications and shall not override negotiated contract terms, executed Change Orders, or other post-award modifications.

ARTICLE 6. PAYMENT PROCEDURES

The Orange Water and Sewer Authority (OWASA) shall process progress payments based on

Contractor’s Applications for Payment, submitted in accordance with the Contract. Payments shall be made within thirty (30) calendar days after approval of the pay application or invoice, provided the application meets all contract requirements.

Payments shall be measured by the Schedule of Values or, for Unit Price Work, based on the number of completed units. If no Schedule of Values exists, payments will be made as outlined in the General

Requirements.

6.1 Retainage

OWASA shall retain five percent (5%) of each progress payment until the Project reaches fifty percent (50%) completion. If the Project reaches fifty percent (50%) completion, as verified by gross project invoices

(excluding stored materials), and the Contractor provides written verification of completion, OWASA, at its sole discretion, may reduce retainage to two and one-half percent (2.5%) of future periodic payments, provided the Contractor’s performance is satisfactory and any previously identified nonconforming work has been corrected and accepted. If at any point the Contractor’s performance is deemed unsatisfactory, OWASA may reinstate the original retainage percentage on subsequent payments. Additionally, OWASA retains the right to withhold payments for unsatisfactory job progress, defective or nonconforming work, disputed work, or third-party claims filed or if there is reasonable evidence that a third-party claim may be filed.

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6.2 Final Payment

Within sixty (60) days of receiving an Application for Payment and either a certificate of Substantial

Completion—indicating that the Work is sufficiently complete in accordance with the Contract Documents for OWASA to use it for its intended purpose, subject to minor punch list items—or beneficial occupancy/use of the Project (if applicable), OWASA shall process final payment. OWASA reserves the right to deduct amounts necessary for incomplete or corrective work, up to 150% of the Engineer’s estimated cost to complete or correct outstanding items as identified in the Substantial Completion certificate. Final payment shall also be contingent upon the Contractor’s submission of the sworn Final Payment Certification, as described in

Section 6.3.

6.3 Final Payment Certification

Before receiving final payment, the Contractor shall certify that all subcontractors, suppliers, and vendors have been paid in full and that no liens, claims, or lawsuits have been filed related to the Work. If any liens or claims exist, the Contractor must provide written evidence that they have been resolved or bonded off before final payment is released by OWASA.

ARTICLE 7. INTEREST

Payments due to the CONTRACTOR that remain unpaid shall not accrue interest, regardless of the reason for the delay.

ARTICLE 8. CONTRACTOR’S REPRESENTATION

To induce OWASA to enter into this Contract, CONTRACTOR represents that it has reviewed and understands the Contract Documents, the Work site, and the surrounding locality. CONTRACTOR has taken into account all local conditions, laws, and regulations that may impact the cost, progress, performance, or execution of the Work. Additionally, CONTRACTOR is duly licensed and authorized to perform the Work as required by applicable local laws and regulations.

ARTICLE 9. CONTRACTOR’S RESPONSIBILITIES

CONTRACTOR shall perform the Work in strict accordance with the Contract Documents, using professional skill, care, and diligence. CONTRACTOR is solely responsible for the means, methods, techniques, sequences, and procedures of construction and for coordinating all portions of the Work to ensure timely and proper completion.

9.1 Personnel

CONTRACTOR shall provide qualified, skilled personnel to perform the Work in compliance with all applicable laws and regulations. CONTRACTOR shall enforce strict discipline and good conduct among its workforce and subcontractors to ensure a safe and professional work environment.

9.2 Furnished Items

CONTRACTOR shall provide and be fully responsible for all materials, equipment, labor, tools, transportation, and temporary facilities necessary to execute and complete the Work. CONTRACTOR shall also furnish all utilities, including power, water, and sanitation, as required for the duration of the Work, unless otherwise provided by OWASA in the Contract Documents.

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9.3 Materials

All materials and equipment shall be new, of high quality, and suitable for their intended purpose, unless otherwise specified in the Contract Documents. Materials and equipment shall be installed and used in strict accordance with manufacturer instructions and industry best practices. CONTRACTOR shall be responsible for ensuring that all materials conform to applicable specifications and regulatory standards.

9.4 Subcontractors

CONTRACTOR shall be fully responsible for the performance, actions, and omissions of its subcontractors and suppliers as though performing the Work itself. CONTRACTOR shall ensure that all subcontractors comply with the Contract Documents and all applicable laws. CONTRACTOR shall provide OWASA with the names, addresses, and contact information of all subcontractors and suppliers upon request. Nothing in the

Contract shall create a contractual relationship between OWASA and any subcontractor or supplier.

9.5 Permits and Inspections

Unless otherwise agreed in writing, CONTRACTOR shall obtain and pay for all required permits, licenses, fees, and inspections necessary for the execution and completion of the Work. OWASA may assist in obtaining permits where necessary but assumes no responsibility for securing them. CONTRACTOR shall schedule and coordinate all required inspections and comply with all applicable legal and regulatory requirements.

9.6 Sales and Use Taxes

CONTRACTOR shall pay all applicable sales and use taxes required by law for materials and other taxable items used in the Work. CONTRACTOR shall submit a Sales and Use Tax Affidavit with each progress payment request, certifying that all materials listed have been or will be incorporated into or annexed to a building or infrastructure project owned, operated, or leased by OWASA.

The affidavit must be signed by an owner or officer of the CONTRACTOR and shall exclude taxes on non-reimbursable items such as scaffolding, tools, equipment, repair parts, rentals, forms for concrete, fuel, or any other ineligible items. By submitting the affidavit, CONTRACTOR certifies that all information provided is true and correct to the best of its knowledge. CONTRACTOR is responsible for maintaining accurate records and ensuring compliance with all tax regulations applicable to the Project.

9.7 Use of Premises

CONTRACTOR shall confine all construction activities, including equipment and material storage, to areas of the site designated by OWASA and shall not unreasonably encumber or interfere with OWASA’s access to and use of it remaining Property. CONTRACTOR shall be responsible for protecting all site improvements, utilities, and adjacent properties from damage. Any damage caused by CONTRACTOR’s operations shall be promptly repaired at CONTRACTOR’s expense.

Throughout the Work, CONTRACTOR shall keep the site clean and free of excess materials, waste, and debris. Upon completion, CONTRACTOR shall remove all construction-related materials and leave the site in a clean and orderly condition suitable for use by OWASA.

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9.8 Record Documents

CONTRACTOR shall maintain a complete, updated set of drawings (if applicable), specifications, addenda, written amendments, and Change Orders on-site. These documents shall be annotated to reflect all modifications and changes made during construction. Upon completion of the Work, CONTRACTOR shall deliver a final, accurate set of these records to OWASA.

9.9 Safety

CONTRACTOR shall be solely responsible for implementing and maintaining all safety measures required by law and industry standards. CONTRACTOR shall take all necessary precautions to prevent injury, loss, or damage to persons and property, including its own workers, OWASA personnel, and third parties.

CONTRACTOR shall comply with all Occupational Safety and Health Administration (OSHA) regulations and any additional safety requirements specified by OWASA.

9.10 Continuation of Work

CONTRACTOR shall continue to perform the Work in accordance with the approved progress schedule, even in the event of a dispute with OWASA. CONTRACTOR shall not suspend or delay the Work without

OWASA’s written consent, except where required by safety concerns or legal obligations.

9.11 Damage to Work

Prior to Final Completion, CONTRACTOR shall be responsible for repairing or replacing, at its own expense, any portion of the Work that is damaged or destroyed due to its actions, omissions, or failure to protect the

Work. If damage results solely from OWASA’s negligence, OWASA shall bear the cost of repair or replacement.

9.12 Performance and Payment Bonds (If applicable)

For projects with a Contract Price exceeding $100,000, CONTRACTOR shall provide:

A Performance Bond in the amount of 100% of the Contract Price, ensuring completion of the Work in accordance with the Contract Documents. A Payment Bond in the amount of 100% of the Contract Price, ensuring payment to subcontractors, suppliers, and laborers.

9.13 Bond Requirements and Submission

All bonds shall be issued by a surety licensed to do business in North Carolina and acceptable to OWASA.

CONTRACTOR shall submit all required bonds before commencing any Work.

9.14 Warranty

CONTRACTOR warrants that all Work shall be performed in accordance with the Contract Documents and shall be free from defects in materials and workmanship. If any defects are discovered within one year from the date of Final Completion, or within a longer period as required by law or contract terms, CONTRACTOR shall promptly correct or replace the defective Work at no cost to OWASA.

If CONTRACTOR fails to remedy defects in a timely manner, OWASA may correct or replace the defective

Work and recover all costs incurred, including fees for engineers, architects, attorneys, and other professionals.

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Contractor shall be responsible for maintaining all applicable warranties on goods, materials, and equipment provided under this Agreement. Upon completion of the work or termination of the contract, the Contractor shall transfer all such warranties to OWASA, and ensure that OWASA receives the full benefit of any manufacturer or supplier warranties. The Contractor shall provide all necessary documentation and assist

OWASA in enforcing warranty claims as required.

9.15 Indemnification

CONTRACTOR shall indemnify and hold OWASA harmless from all claims, losses, liabilities, and damages, including legal fees, arising out of or related to the performance of the Work, but only to the extent such claims are caused in whole or in part by CONTRACTOR’s actions or omissions, and excluding claims caused solely by OWASA’s negligence.

9.16 Coordination with Other Work

OWASA reserves the right to contract with other parties to perform work at the same site. CONTRACTOR shall coordinate its activities to avoid conflicts and ensure proper site access. Any modifications to the Work require prior written authorization from OWASA and, when applicable, an approved Change Order.

9.17 Non-Discrimination Compliance

The Contractor shall comply with all applicable federal, state, and local non-discrimination laws. The

Contractor shall not discriminate against any person based on race, color, religion, sex, age, national origin, disability, sexual orientation, or any other legally protected status in employment practices or in the performance of this Contract.

ARTICLE 10. PERMITS, LICENSES, AND INSPECTIONS

CONTRACTOR shall be responsible for obtaining, maintaining, and complying with all required permits, licenses, and inspections necessary for the execution and completion of the Work.

CONTRACTOR shall ensure that all Work is performed in accordance with applicable federal, state, and local laws, codes, and regulations. OWASA may assist in facilitating permit approvals where necessary but assumes no responsibility for securing permits, licenses, or arranging inspections.

10.1 General Contractor License

If the total project cost exceeds $40,000, CONTRACTOR shall maintain a valid North Carolina

General Contractor License in compliance with N.C. Gen. Stat. § 87-1. Proof of licensure shall be provided to OWASA upon request.

10.2 Permits

CONTRACTOR shall obtain and pay for all required permits, approvals, and fees necessary for the execution and completion of the Work. This includes, but is not limited to, building, electrical, plumbing, mechanical, and other specialty permits as required by state and local regulations.

10.3 Inspections and Compliance

CONTRACTOR shall schedule, coordinate, and ensure all required inspections are conducted by the appropriate governing authorities. CONTRACTOR is responsible for correcting any deficiencies

32303-012:08/13/2026 00 52 00-6 University Lake Dam identified in inspections and ensuring full compliance with applicable building codes, ordinances, and regulatory requirements.

10.4 OWASA’s Role

OWASA may assist in facilitating permit approvals where necessary but assumes no responsibility for obtaining permits, licenses, or arranging inspections. The responsibility for securing and complying with all required approvals remains solely with CONTRACTOR.

ARTICLE 11. FORCE MAJEURE

Neither OWASA nor Contractor shall be liable for any failure or delay in performance caused by events beyond their reasonable control, including but not limited to natural disasters, war, pandemics, labor strikes, or governmental actions. Weather-related delays shall only be considered a

Force Majeure event if they are extraordinary, unforeseen, and significantly exceed historical seasonal norms for the project location. If a Force Majeure event occurs, the affected party shall notify the other in writing within ten (10) days and may request a reasonable extension of time to perform.

ARTICLE 12. INSURANCE REQUIREMENTS

CONTRACTOR shall, at its own expense, purchase and maintain the following minimum insurance coverage throughout the duration of the Work:

12.1 Contractor’s Insurance

Excess/Umbrella Liability………………………………………………................... $4,000,000

General Liability Bodily Injury Liability…………………………………………… $1,000,000

General Liability Property Damage Liability………………………………………. $1,000,000

Auto Liability Combined Single Limit Bodily Injury and Property Damage………. $1,000,000

Workers Compensation Statutory Limits

Workers’ Compensation for employer’s liability and bodily injury by disease for each employe………………………………………………………… $1,000,000

Workers’ Compensation for disease for each employee policy limit...........................$1,000,000

12.2 Additional Insured

CONTRACTOR shall have OWASA named as an additional insured on both its General Liability and Auto

Liability insurance policies.

12.3 Evidence of Insurance

Before commencing any Work, CONTRACTOR shall provide OWASA with a certificate of insurance issued by an insurer licensed to do business in the State of North Carolina and acceptable to OWASA. The certificate shall verify compliance with the required coverages and include a provision stating that OWASA will receive no less than sixty (60) days’ advance written notice in the event of policy cancellation or termination.

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12.4 Compliance and Coverage Responsibility

The maintenance of the above insurance policies shall in no way limit CONTRACTOR’s obligations or liabilities under this Contract. Failure to maintain the required insurance coverage shall be considered a material breach of contract, and OWASA reserves the right to withhold payments or terminate the Contract if

CONTRACTOR fails to provide and maintain the required coverage.

ARTICLE 13. TERMINATION OF AGREEMENT

This Contract may be terminated under certain conditions, including substantial failure to perform, convenience of either party, or unavailability of funds. The following provisions outline the circumstances and procedures for termination, as well as the rights and obligations of both parties upon termination.

13.1 Termination for Cause

Either party may terminate this Contract for cause if the other party substantially fails to perform its obligations under this Contract. The non-breaching party shall provide written notice specifying the breach. The breaching party shall have ten (10) calendar days from receipt of notice to cure the breach. If the breach is not cured within this period, or if the breaching party fails to diligently pursue a cure, the non-breaching party may terminate the Contract.

If OWASA terminates the Contract for cause, OWASA may take possession of the Work and materials and deduct the cost of completing the Work from any amounts owed to the CONTRACTOR. Alternatively, OWASA may choose to cure the breach and deduct the costs from payments due to the CONTRACTOR.

13.2 Termination for Convenience

Either party may terminate this Contract at any time, without cause, by providing thirty (30) days' written notice to the other party.

13.3 Termination Due to Lack of Funding

This Contract is subject to the availability of funds for its performance. If funds become unavailable, OWASA may terminate this Contract by providing thirty (30) days’ written notice to the CONTRACTOR.

13.4 Rights and Obligations Upon Termination

Upon termination, the parties shall be entitled to any additional rights and remedies available under applicable law. Termination of this Contract, whether for cause, convenience, or lack of funding, shall not entitle either party to compensation for loss of anticipated profits.

ARTICLE 14. DISPUTE RESOLUTION

In the event of a dispute arising under this Contract, the parties agree to engage in a structured resolution process to seek an amicable settlement before resorting to litigation. The following provisions outline the required steps for resolving disputes, including negotiation, mediation, and, if necessary, legal proceedings, while ensuring that the Work continues as required.

14.1 Negotiation and Mediation

The parties shall attempt to resolve any dispute arising under this Contract through good-faith negotiations. If

32303-012:08/13/2026 00 52 00-8 University Lake Dam the dispute is not resolved within thirty (30) days of written notice, the parties agree to submit the matter to non-binding mediation before an agreed-upon mediator. Each party shall bear its own costs for mediation, except that the mediator’s fees and any administrative costs shall be shared equally between the parties unless otherwise agreed in writing.

14.2 Litigation

If mediation fails, either party may pursue legal action in the state or federal courts of North Carolina. Each party shall bear its own legal fees unless otherwise awarded by the court. Venue for any action arising out of this Contract shall be in the Superior Court of Orange County, North Carolina, or the Federal Court for the Middle District of North Carolina.

14.3 Continuation of Work

Pending resolution of any dispute, CONTRACTOR shall continue the Work without interruption, unless otherwise directed by OWASA.

ARTICLE 15. LIQUIDATED DAMAGES (IF APPLICABLE)

If CONTRACTOR fails to complete the Work within the time specified in Exhibit A, or within any extended period granted by an approved Change Order, OWASA may assess liquidated damages in the amount of $500 per calendar day for each day beyond the required completion date until substantial completion is achieved.

The parties acknowledge that actual damages resulting from delays are difficult to determine, and the agreed liquidated damages amount is a reasonable estimate of the costs OWASA may incur due to such delays. Liquidated damages are not a penalty but rather compensation for potential costs, including administrative expenses, project delays, and other financial and operational impacts.

Liquidated damages shall be deducted from any payments due to CONTRACTOR under this

Contract. This deduction shall not limit OWASA’s right to pursue other contractual remedies, including withholding retainage or seeking corrective action to mitigate delays.

ARTICLE 16. SUCCESSORS AND ASSIGNS

This Contract establishes the rights and obligations of the parties, as well as the conditions under which those rights and obligations may be transferred. The following provisions govern the assignment of contractual interests and clarify that the Contract is binding upon the parties and their permitted successors and assigns.

16.1 Assignment

The contractor shall not assign its rights, obligations, or interests under this contract without the prior written consent of OWASA. The contractor has no authority to enter into contracts or commitments on behalf of

OWASA.

Payments due under this contract may not be assigned to a third party without OWASA’s written approval.

Any unauthorized assignment shall be deemed null and void.

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16.2 Binding Effect

This contract shall be binding upon and inure to the benefit of OWASA and the contractor, as well as their respective permitted successors, assigns, and legal representatives, subject to the restrictions set forth in

Section 16.1.

16.3 Governing Law

This contract, along with all disputes and matters arising from it, shall be governed by and construed in accordance with the laws of the State of North Carolina.

ARTICLE 17. SURVIVAL OF OBLIGATIONS

The provisions of warranty (9.14), indemnification (9.15), dispute resolution (Article 14), venue (14.2) and any other obligations intended to survive termination shall remain in full force beyond contract completion.

ARTICLE 18. NOTICES

All notices, demands, and other communications required or permitted under this Contract shall be in writing and shall be deemed properly given if delivered personally, sent by certified mail, return receipt requested, or sent by email with confirmation of receipt, to the following addresses:

OWASA: PURCHASING DEPARTMENT

400 JONES FERRY ROAD

CARRBORO, NORTH CAROLINA, 27510

VENDOR: XXXXXXXXXXXXXXXXXXXX

XXXXXXXXXXXXXXXXXXXX

XXXXXXXXXXXXXXXXXXXX

ARTICLE 19. E-VERIFY

CONTRACTOR shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina

General Statutes. Further, if CONTRACTOR utilizes a subcontractor, CONTRACTOR shall require the subcontractor to comply with the requirements of Article 2 of Chapter 64 of the North Carolina General

Statutes.

ARTICLE 20. ENTIRE AGREEMENT

This Agreement, together with the Contract Documents and the attached documents labeled

Exhibit “A” and Exhibit “B,” shall constitute the entire understanding between OWASA and

CONTRACTOR. There are no written or unwritten understandings or agreements between the parties except as expressly stated herein, nor have any representations not contained herein been made to induce the execution of this Agreement. This Agreement supersedes all prior understandings and agreements relating to the subject matter hereof and may be amended only by a written mutual agreement of the parties.

In the event of a conflict between the terms and conditions of this Agreement and any other document, including those provided by the Contractor, the terms and conditions of this Agreement shall control and supersede unless otherwise expressly agreed to in writing by OWASA.

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ARTICLE 21. SEVERABILITY

If any provision of this Contract is found to be invalid or unenforceable by a court of law, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely achieves the original intent of the Contract.

ARTICLE 22. CONTRACT SIGNATURES

IN WITNESS WHEREOF, the parties have executed this agreement through their duly authorized representatives.

ORANGE WATER AND SEWER

AUTHORITY CONTRACTOR

Todd Taylor, Executive Director Title

This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act.

Kelly Satterfield, Director of Finance

Approved as to form and legality:

OWASA General Counsel

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EXHIBIT A

SCOPE OF WORK

Work specified in Divisions 01 through 03 (inclusive) of the Specifications.

Work shown on sheets S1 through S103 (inclusive) of the Drawings.

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EXHIBIT B

COMPENSATION

Compensation outlined in Division 00 through 01 (inclusive) of the Specifications, including, but not limited to:

• 00 72 00 – General Conditions

• 01 20 00 – Measurements and Payments

• 01 29 73 – Schedule of Values

• 01 29 76 – Progress Payment Procedures

• 01 77 19 – Closeout Requirements

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EXHIBIT C

CONTRACTOR CERTIFICATIONS

Contractor will complete and submit the following certifications as part of the Agreement

1. E-Verify

2. Conflict of Interest

3. Iran Divestment Act

4. Companies Boycotting Israel Divestment Act Form

5. Non-Collusion Form

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E-VERIFY AFFIDAVIT

I, (the individual attesting below), being duly authorized by and on behalf of

(the entity identified as the "Employer") after first being duly sworn hereby swears or affirms as follows:

1. Employer understands that E-Verify is 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 in accordance with Article 2 of Chapter 64 of the North Carolina General Statutes.

2. Employer understands that Employers Must Use E-Verify. Each employer, after hiring an employee to work in the United States, shall verify the work authorization of the employee through E-Verify in accordance with Article 2 of Chapter 64 of the North Carolina General Statutes.

3. Employer will ensure compliance with E-Verify by any subcontractors subsequently hired by Employer for specified contracts subject to E-Verify entered into with the Orange Water and SewerAuthority.

This day of , .

Signature of Affiant

Print or Type Name:

State of County of

Signed and sworn to (or affirmed) before me, this the day of , .

My Commission Expires:

Notary Public

(A ffix O fficial/N o tarial Seal)

Name of Counterparty:

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CERTIFICATION REGARDING CONFLICT OF INTEREST

The Submitter is required to certify that performance of the work will not create any conflicts of interest or disclose any actual or potential conflicts of interest by completing and signing one of the following statements:

All Vendors should be aware of OWASA’S Code of Ethics, which prohibits OWASA Employees and

Board Members from having certain relationships with persons or entities conducting (or proposing to conduct) business with OWASA and which prohibits the acceptance of gifts from

Vendors. If the Vendor has an actual or potential conflict, the Vendor shall disclose any Conflict of Interest that may exist.

Conflicts of Interest (Potential or actual) will be evaluated by OWASA’S General Counsel to determine the proper course of action. Failure to comply with the provisions established above may render the vendor ineligible to participate in OWASA’S procurement process.

The Submitter hereby discloses no conflicts of interest.

DATE: ________________________________________________________________________

AUTHORIZED SIGNATURE: _______________________________________________________

TITLE: ________________________________________________________________________

SUBMITTER/COMPANY NAME: ____________________________________________________

OR

The Submitter hereby discloses the following circumstances that could give rise to a conflict of interest for the Submitter, any affiliates, any proposed subconsultants, and key personnel of any of these organizations. (Attach additional sheets as needed.)

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Name of the Individual/Company to which potential conflict of interest might apply:

Nature of potential conflict of interest:

Proposed Remedy:

DATE: _______________________________________________________________________

AUTHORIZED SIGNATURE: _______________________________________________________

TITLE: _______________________________________________________________________

SUBMITTER/COMPANY NAME: ___________________________________________________

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CIP Number (if applicable):

Name of Vendor or Bidder: _____________________________

IRAN DIVESTMENT ACT CERTIFICATION REQUIRED BY N.C.G.S. 143C-6A-5(a)

As of the date listed below, the vendor or bidder listed above is not listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S. 143-6A-4.

The undersigned hereby certifies that he or she is authorized by the vendor or bidder listed above to make the foregoing statement.

Signature Date

Printed Name Title

Notes to persons signing this form:

N.C.G.S. 143C-6A-5(a) requires this certification for bids or contracts with the State of

North Carolina, a North Carolina local government, or any other political subdivision of the State of North Carolina. The certification is required at the following times:

• When a bid is submitted

• When a contract is entered into (if the certification was not already made when the vendor made its bid)

• When a contract is renewed or assigned

N.C.G.S. 143C-6A-5(b) requires that contractors with the State, a North Carolina local government, or any other political subdivision of the State of North Carolina must not utilize any subcontractor found on the State Treasurer’s Final Divestment List.

The State Treasurer’s Final Divestment List can be found on the State Treasurer’s website at the address www.nctreasurer.com/Iran and will be updated every 180 days.

http://www.nctreasurer.com/Iran

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Companies Boycotting Israel Divestment Act Certification Form

CIP Number (if applicable):

Name of Contracting Party or Bidder:

COMPANIES BOYCOTTING ISRAEL DIVESTMENT ACT CERTIFICATION

REQUIRED BY N.C.G.S. §147-86.81et seq. *

Pursuant to N.C.G.S. §147-86.81, any person identified as engaging in a boycott of Israel, as defined by this Act. In addition, State agencies must divest from investments in such restricted companies, determined by appearing on the Final Divestment List created by the State Treasurer pursuant to G.S.

147-86.81, is ineligible to contract with the State of North Carolina or any political subdivision of the State.

As of the date listed below, the supplier or bidder listed above is not listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S. §147-86.81.

The undersigned hereby certifies that he or she is authorized by the contracting party or bidder listed above to make the foregoing statement.

Signature Date

Printed Name Title

N.C.G.S. §147-86.81requires this certification for bids or contracts with the State of North Carolina, a North Carolina local government, or any other political subdivision of the State of North Carolina.

The certification is required at the following times:

• When a bid is submitted

• When a contract is entered into (if the certification was not already made when the vendor made its bid)

• When a contract is renewed or assigned

N.C.G.S. § 147-86.81(b) requires that contractors with the State, a North Carolina local government, or any other political subdivision of the State of North Carolina must not utilize any subcontractor found on the State Treasurer’s Final Divestment List.

The State Treasurer’s Final Divestment List can be found on the State Treasurer’s website at:

https://www.nctreasurer.com/inside-the-department/OpenGovernment/Pages/Divestment-Acts- Resources.aspx and will be updated every 180 days.

* Note: Enacted by Session Law 2017-193 as N.C.G.S. §147-86.81et seq.

http://www.nctreasurer.com/inside-the-department/OpenGovernment/Pages/Divestment-Acts-

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NON-COLLUSION AFFIDAVIT

The prequalified bidder, being duly sworn, solemnly swears (or affirms) that neither he, nor any official, agent or employee has entered into any agreement, participated in any collusion, or otherwise taken any action which is in restraint of free competitive bidding in connection with any bid or contract, that the prequalified bidder has not been convicted of violating N.C.G.S. § 133-24 within the last three years, and that the prequalified bidder intends to do the work with its own bonafide employees or subcontractors and will not bid for the benefit of another contractor.

By submitting this non-collusion affidavit, the Contractor certifies, under penalty of perjury according to North Carolina law, their compliance with non-collusion standards. This affidavit affirms the Contractor's adherence to the required non-collusion guidelines without any exceptions.

SIGNATURE OF PREQUALIFIED BIDDER

Name of Prequalified Bidder_____________________________________________________

Print or type name

Address as Prequalified_________________________________________________________

Signature of Prequalified Bidder__________________________________________________

Print or type Signer's Name

Signature of Witness___________________________________________________________

Print or type Signer’s name

AFFIDAVIT MUST BE NOTARIZED

Subscribed and sworn to before me this the

_____ day of _____________________ 20__.

Signature of Notary Public of ____________________________County

State of ______________________________

My Commission Expires: ________________ NOTARY SEAL

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EXHIBIT D

FORM OF SUBMITTALS

The forms listed below and included in this Section are to be used in accordance with the requirements noted in other Sections and included herein. Forms such as the Bid Form are included in the Section to which it pertains.

Any form referred to in the Contract Documents but not contained in the Project Manual should be requested from Orange Water and Sewer Authority and the failure to include a required form herein does not excuse the Contractor from the requirement to use that form.

Title

Notice of Award Notice to Proceed

Certificate of Substantial Completion Application and Certification for Progress Payment Work Change Directive Field Order Change Order

AIA Document G706 Contractor’s Affidavit of Payments of Debts & Claims AIA Document G706A Contractor’s Affidavit or Release of Liens AIA Document G707 Consent of Surety Company to Final Payment

NC Sales & Use Tax Affidavit

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NOTICE OF AWARD CIP # _______________

To: From: Orange Water and Sewer Authority 400 Jones Ferry Road Carrboro, NC 27510

Project:

Contract Amount:

You are hereby notified that Orange Water and Sewer Authority has accepted your Bid dated ___________________ for the above named project in response to its Advertisement for Bids.

You are required by the Instructions to Bidders to execute the formal Contract with Orange Water and Sewer Authority and to furnish Performance and Payment Bonds and evidence of insurance (per Article 6 of the General Conditions and Agreement Section 10.07) within 10 calendar days from the date of delivery of this Notice.

If you fail to execute said Contract and to furnish said bonds and insurance within 10 calendar days from the date of delivery of this Notice, Orange Water and Sewer Authority shall be entitled to consider all of your rights arising out of its acceptance of your Bid as abandoned and to award the Work covered by the Advertisement to Bids to another, to re-advertise the Work, or otherwise dispose thereof as Orange Water and Sewer Authority sees fit.

Dated this _____day of _________________, 20___

By: By:

Date: Date:

Title: Finance Officer Title: Director of Engineering

This Instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act

Orange Water and Sewer Authority

ACCEPTANCE OF NOTICE BY CONTRACTOR

Receipt of this Notice of Award is hereby acknowledged.

By: Date:

Title:

CIP NO.: 270-35

PROJECT: University Lake Dam Concrete Improvements DATE: August 13, 2026

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NOTICE TO PROCEED PO # _______________

CIP # _______________

To: From: Orange Water and Sewer Authority

Contract Amount:

You are hereby notified that the Contract Time(s) for the above Project will commence to run on

. You are directed to commence work on the referenced Project by that date. You are to complete the Work on or before the completion dates noted below.

The Contract Time(s) based on the durations set forth in Article 4 of the Agreement are:

Substantial Completion of All Work:

Final Completion of All Work:

Article 4 of the Agreement provides for the assessment of Liquidated Damages for each consecutive calendar day the Work remains incomplete after the above completion dates.

By:

Title: Director of Engineering

Date:

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CERTIFICATE OF

SUBSTANTIAL COMPLETION CIP # _______________

To: From: Orange Water and Sewer Authority

The Work to which this Certificate applies has been inspected by authorized representatives of Owner, Contractor and Engineer and the Work is hereby declared to be substantially complete in accordance with the Contract Documents on

A tentative list of items to be completed or corrected will be issued as the punch list. This list may not be all-inclusive, and the failure to include an item in it does not alter the responsibility of Contractor to complete all the Work in accordance with the Contract Documents.

The responsibilities between Owner and Contractor for security, operation, safety, maintenance, heat, utilities and warranties shall be as follows:

Owner

Contractor

This certificate does not constitute an acceptance of Work that is not in accordance with the Contract Documents nor is it release of Contractor’s obligation to complete the Work in accordance with the Contract Documents.

RECOMMENDATION OF ENGINEER

By: Title:

Firm: Date:

ACCEPTANCE BY CONTRACTOR

By: Title:

Firm: Date:

APPROVAL BY OWNER

By: Title:

Firm: Orange Water and Sewer Authority Date;

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APPLICATION AND CERTIFICATION

FOR PROGRESS PAYMENT

PO # __________

To: Orange Water & Sewer Authority (Owner) Application #:

Project:

Period Covered: From: To:

Application for…