AttachmentA  LaBella Powered! by partnership.  February 12, 2021 Mr. David Pugh, Manager Town of Cramerton 155 N. Main Street Cramerton, NC 28032 Subject: Dear David:  Proposed Engineering Services REVISED Street Paving and Maintenance Contract 2021  LaBella Associates, P.C. (LaBella) is pleased to submit our proposal to the Town of Cramerton (Town) for providinge engineering: services fort the proposed street maintenance and pavingi improvements. See the attached fori the defined project limits. Our understanding of the project scope is described below.  PROJECT DESCRIPTION:  1. Preparation of a Project Bid Manual and plans suitable to advertise and receive formal bids for a pavement resurfacing and maintenance contract for preselected streets. The identified 2. Construction administration: and periodic observation services for the construction project.  streets total approximately 3.5 miles.  SCOPE OF SERVICES:  Task #1 -Construction Documents for Street Paving Contract  Plans will be developed in conformance with the NCDOT Standard Specifications for Roads and Structures and suitable for formal bidding. Construction plans will include a cover sheet, vicinity/site plan for the selected streets to bei improved, related storm drainage, and details and specifications. The site plans for the streets will be developed from the Town's GIS database at a scale of 1"= 100' Plansi for approximately 1,800 lineari feet of streets on Timberlane Drive, South Forkl Lane, Chesterfield drive in the Timberlake development will be designed to replace existing roll asphalt curb with new concrete valley curb. Associated storm drainage system and driveway apron improvements may be warranted and will be noted on the construction plans and included in the Bid Proposal. Design plans (striping, pavement markings, etc.) and construction documents along with associated bid specifications and construction estimate will be preparedi fori improvements to Cimarron Boulevard involving traffic calming design such as narrowing lane widths, adding bike and pedestrian lanes utilizing the existing pavement widths with curb as is, and adding stop signs at intersection using the concept sketch provided by the Town. General erosion control notes and details will be provided as necessary. It is anticipated that the disturbed area will remain under one acre and a formal Erosion Control permit will not be required. Progress plans will be submitted to the Town and impacted utility owners for review and comment. After receiving review comments from the Town and affected utility companies, LaBella will develop final plans and specifications in conformance with the NCDOT  or other legible scale suitable for multiple streets tol be shown on a single sheet.  Standard Specifications for Roadways and Structures.  400S." Tryon Street, Suite 13001 Charlotte, NC: ppePegICesReT  www.labellapc.com    LaBella will provide a final estimate for construction costs for the project based upon the currently defined project limits. The Town may elect tof fully fund the project based upon the calculated estimate or may direct LaBella to reduce the scope of the project to a specified budget amount, currently estimated at approximately $2,200,000. LaBella will then prepare the final construction estimate, Proposal Form, construction bids specifications, and special provisions as needed for acquiring bids for  construction in accordance with State and local requirements. Task #2 Geotechnical Services and Pavement Section Design  LaBella will identify locations within the project limits and coordinate with our geotechnical sub- consultant to obtain pavement and subgrade core samples, to determine existing field conditions and to make recommendations for the proposed pavement typical sections. Geotechnical services will be provided by. Joel E. Woods and Associates. Please note that the on-call Agreement allows for a 10%  markup by LaBella for sub-consultant coordination services. Task #3 Construction Formal Bid and Award Services  LaBella will prepare a bid advertisement, furnish bid documents to plan rooms and printers, and shall respond to questions from contractors during the bid process. Duncan Parnell Printers shall provide plan copies and plan distribution services to interested bidders. LaBella will prepare and issue any necessary addenda, conduct the formal bid opening, provide bid tabulation of all bids, verify that low bidder meets all contract requirements, and make recommendation of award of contract tot the Town. Task! #4 -Construction Administration: and Periodic Construction Inspections for Street Paving Contract LaBella will provide office and field administration of the construction contract as necessary for the construction of thes street paving contract (the "Work").. LaBella shall consult with and advise: the Town and act as Town's representative during the construction contract period. The Town's instructions to the Contractor shall be issued through LaBella's assigned Project Manager who shall have the authority to act on behalf of the Town in dealings with Contractor to the extent provided in this Agreement. These services shall include issuance of Notice to Proceed, conduct pre-construction meeting and prepare/distribute meeting minutes, review Contractors' submittals/shop drawings; respond to requests for information (RFI's) from the Contractor and prepare Field orders and Change orders as necessary; review and recommend for payment the Contractor's Applications for payment (assume 2); perform a substantial completion inspection and in collaboration with the Town prepare and deliver a punch list fori the contractor to address; perform ai final completion inspection to ensure LaBella shall provide one field Inspector to assist the Town in inspecting the progress and quality of the Work of the Contractor. Thel Inspector shall be LaBella's agent ati the site, and will act as directed by and under the supervision of the Project Manager. The Inspector will make visits to the site at intervals appropriate to the stage of construction to observe the progress and quality of the Work and to determine if the Work is proceeding in accordance with the Contract Documents. On the basis of on-site observations, LaBella shall keep the Town informed of the progress and quality of the Work and shall alert the Town to defects and deficiencies in the Work of the Contractor. LaBella shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures of construction selected by Contractor or for safety and environmental Periodic Inspections for the Street Paving Contract by the Inspector shall be based on a total hour basis (430 Construction Inspection hours estimated) and is intended to be at a sufficient level to  all punchlisti items have been addressed  programs and precautions incidental tot the' Work.  2    satisfactorily inspect the Contractor's Work. These services will be conducted concurrently with the construction contract, which is estimated to be 120 calendar days. LaBella shall notify the Town promptly ifabove level of field representation is insufficient to inspect work as defined by LaBella and  the Town.  REIMBURSABLE EXPENSES:  Reimbursable expenses shall be compensated at cost unless otherwise noted and shall be limited to the actual expenditures made by the Engineer during the performance of the work with respect to travel, postage, courier expenses, copies, printing, plots, permitting fees, photographs, maps, orother  miscellaneous project expenses. ADDITIONAL SERVICES:  If authorized by the Town, furnish additional services not included in the tasks described above. Approval by the Town shall be granted in writing prior to initiation of any additional services. Compensation for additional services performed shall bei in accordance with the hourly and unit price rates and rates for reimbursable expenses seti forthi ini the agreement. Additional services mayi include such items as changes in scope requested by the owner or reviewing agency, utility relocation or renewal designs, environmental assessments, geotechnical services during the construction phase, Please note that the construction periods listed above are assumed and based upon the Town's defined project limits and budget. After plans and at final construction estimate are developed, it may be determined that the construction period should be increased to allow for satisfactorily completion of the Work. In this case, LaBella will submit a revised scope and fee proposal for the increase in number of days for construction administration and construction inspections engineering services.  or other tasks not defined in the project scope.  FEE:  LaBella will perform the services described on a time and materials basis with a not-to-exceed fee, based upon the Fee Schedule shown on the next page. A breakdown of the project costs may be  provided upon request.  Asummary of the not-to-exceed fees is as follows:  TASK  FEE $45,360.00 $ 7,500.00 $ 3 3,355.00 $59.770.00 115,985.00 $ 1,750.00 $117,735.00  Task #1 -Construction Documents Paving Contract Task #2 - Geotechnical Services Task #3 Formal Construction Bidding Services  Task #4 - Construction Admin/ Construction Observation Paving Contract  Subtotal-  Reimbursable Expenses Total Not-To-Exceed Fee:  3    SCHEDULE:  LaBella proposes to complete Tasks #1 and #2 within 60 calendar days after receipt of a Notice to Task #3 will be completed within 30 days after the Town provides a Notice to Proceed fori the formal bidding task. As start datei fort the paving construction contract is targeted for. July 1, 2021. Task #4 will run concurrently with the street pavingo contract, which is estimated to be: 120 days. We appreciate the opportunity to work with you on the project and be of service to the Town. Ifthis proposal is acceptable, please signi the attached Professional Services Agreement and return onec copy toLaBella fors signature. Please contact me ify youl have any questions or require additional information.  Proceed from the Town.  Sincerely, LaBella Associates Bonnilgih Bonnie A. Fisher, P.E. Project Manager Attachment- Agreement  4    LABELLA. ASSOCIATES SCHEDULE OF FEES  TOWN OF CRAMERTON ENGINEERING SERVICES  CLASSIFICATION Principal Project Manager Senior Engineer Senior Project Engineer Project Engineer Design Engineer II Design Engineerl Senior Engineering Technician Engineering" Technician Construction Inspector Engineering Co-op Clerical Mileage Expenses Subconsultants  BILLINGRATE $175.00/hour $165.00/hour $160.00/hour $145.00/hour $125.00/hour $105.00/hour $95.00/hour $115.00/hour $100.00/hour $85.00/hour $72.00/hour $72.00/hour  at current IRS rate at cost  at cost plus 10 percent    Exhibit B  Terms and Conditions    Terms and Conditions  LaBella'sI Responsibilities: LaBella shall designate a representative authorized to act on its behalf with respect to the Project. All notices required under this Agreement shall be given to that LaBella shall perform its services consistent with the professional skill and care ordinarily provided by members oft the same profession practicing in the same or similar locality under the same or similar circumstances. LaBella shall perform its services as expeditiously as is consistent LaBella shall comply with all applicable federal, state, and local laws and regulations in effect during the term of this Agreement. LaBella shall promptly inform Client of any changes to any laws and regulations that LaBella reasonably believes willl have ai material effect upon the cost of thel Project, or the scope ofLaBella'ss services. In such event, Client and LaBella shall re-negotiate thet terms ofthis. Agreement, and ifunable to do sO, then either party may terminate this Agreement Client's Responsibilities: Client shall designate a representative authorized to act on its behalf with respect to the Project. AIl notices required under this Agreement shall be given to that Client shall provide LaBella with all available information regarding the Project necessary for LaBella to perform its] professionals Iservices, including Client'srequirements fort the Project. Client also shall provide information regarding the Project site and any existing facilities, including destructive testing and investigation ofc concealed conditions and] hazardous substances, in ai timely manner. If Client does not perform destructive testing or investigation, nor provide information beyond that which is apparent by non-intrusive observations, or in the event documentation or information furnished by Client is inaccurate or incomplete, then any resulting damages, losses and expenses, including the cost ofLaBella's changes in service or additional services, shall be Client shall examine documents submitted by LaBella and render decisions pertaining thereto Additional Services: LaBella may provide additional services after execution ofthis Agreement without invalidating the Agreement. LaBella shall not proceed toj provide any additional services, unless and until LaBella receives written direction from Client. Client shall compensate LaBella for additional services as set forth in LaBella's proposal, or as agreed upon in writing signed by Assignment: Neither party may assign any benefit or obligation under this Agreement without the prior written consent oft the other party, except LaBella may use the services of persons and  representative.  with such professional skill and care, and the orderly progress oft the Project.  without cause and without penalty or liability to the other party.  representative.  borne by Client.  promptly to avoid unreasonable delay in the progress ofLaBella's services.  both parties.  entities not in LaBella's employ when appropriate and customary to do SO.    Confidentiality: During the Project, confidential and/or proprietary information of the Client might bei furnished to LaBella. LaBella shall use such information for thej purpose of providing its professional services ont thel Project, and for no other purpose. LaBella shalll hold such information in strict confidencé, and shall not disclose such information to any person or entity, except sub- consultants engaged on the Project. Upon completion of its services, LaBella shall return or Instruments of Service: All plans, drawings, specifications, calculations, reports and other documents prepared by LaBella as instruments of service are and shall remain the property of LaBella. Client agrees that the re-use ofLaBella'si instruments of service on any extension of the Project, or on any other project, is prohibited without first obtaining LaBella's written permission Escalation: In the event the term oft this Agreement is extended beyond the period of service set forth in LaBella's] proposal, then compensation for professional services are subject to review and escalation by LaBella upon thirty (30) days written notice to Client. The project budget will be Suspension: Client may suspend this Agreement in whole or inj part at any time for convenience upon seven (7) days written notice. Upon receiptofnotice,' LaBella shall immediately discontinue all services. LaBella shall be entitled to compensation for all services rendered up to the date of suspension. Ifthe suspension exceeds three (3), months, an equitable adjustment in compensation shall be negotiated to compensate LaBella for all reasonable costs incurred by LaBella on account of the suspension of the Project, such as for preparation of documents for storage, maintaining space and equipment pending resumption, the orderly demobilization of staff, maintaining employees on a less-than-full-time basis, terminating employment of personnel because of suspension, rehiring former employees or hiring new employees because of resumption, reacquainting employees with the Project upon resumption, and making revisions to comply with Termination: Either party may terminate this Agreement for cause upon seven (7) days written Insurance: LaBella shall maintain, at its own expense, throughout the term of this Agreement and until the expiration of all applicable statutes of limitation, the following insurance coverages: Comprehensive general liability insurance with policy limits of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate for bodily injury and property damage; Automobile liability insurance covering owned, non-owned, rented and hired vehicles operated by LaBella with policy limits of not less than $1,000,000 combined single limit Umbrella liability insurance with policy limits of not less than $10,000,000 each Worker's compensation insurance at statutory limits and employer's liability insurance with a policy limit ofi not less than $1,000,000 for all employees engaged in the rendering  destroy all confidential and/or proprietary information to the Client.  and consent.  adjusted accordingly.  Project requirements at the time ofi resumption.  notice with an opportunity to cure any default during that period.  and aggregate for bodily injury andj property damage; occurrence and $10,000,000 in the aggregate; ofprofessional services under this Agreement; and    Professional liability insurance with policy limits ofnot less than $3,000,000 per claim and Client shall ber named as an additional insured under the CGL, Automobile and Umbrella insurance policies. LaBella shall provide to the Client certificates ofi insurance evidencing compliance with the requirements oft this Agreement. The certificates shall contain a provision that at least thirty (30) days prior written notice shalll be given to Client in the event of cancellation, non-renewal, or Indemnification: To the fullest extent permitted by law, LaBella shall indemnify and hold the Client and its officers and employees harmless from and against liabilities, damages, losses and judgments, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions ofLaBella, its employees andi its consultants int thej performance ofprofessional services under this Agreement. Client agrees that LaBella's financial responsibility for any and all liabilities, damages, losses, judgments, expenses and attorneys' fees shall be limited to the available proceeds of LaBella's insurance Disputes: The parties agree that mediation before aj mutually agreeable neutral third party shall be a condition precedent to any legal action arising out ofthis Agreement, unless waived in writing by the parties. The cost oft the mediation shall be borne equally by the parties. The mediation shall be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association, unless the parties agree otherwise. No demand for mediation shall be made after the date that the applicable statute of limitations would bar a legal or equitable action Venue and Jurisdiction: Any legal suit, action or proceeding arising out of or relating to this agreement shall be instituted in a court of competent jurisdiction located in the state and county where the project is located, and the parties hereby waive any objection which they may have now orhereaftertoi the venue ofany such suit, action or proceeding, and alsol hereby irrevocably consent tot the personal jurisdiction ofa any such court in any such suit, action or proceeding. Choice ofLaw: This Agreement shall bei interpreted, construed and enforced in accordance with the laws oft the state where thej project is located without giving effect or reference to any conflict Consequential Damages: In any suit, action or proceeding, the parties shall be entitled to recover compensatory damages incurred as al result oft the breach of this Agreement, but neither party shall Late Fees, Costs and Attorneys' Fees: An additional charge of 1.5% of an invoice will be imposed each month on all past due accounts. Imposition of such charges does not constitute an extension ofthe payment due date. Ini the event that LaBella-must bring suit to collect payment of any invoices, then Client agrees to pay LaBella's costs and expenses, including reasonable  $5,000,000 ini the aggregate.  reduction oft the insurance.  coverage.  based on the claim or dispute.  ofl laws provisions.  be liable to the other for any special, indirect, or consequential damages.  attorneys' fees.    Remedies Cumulative: The rights and remedies available to a party under this Agreement are cumulative and in addition to, not exclusive of, or in substitution for, any other rights or remedies either party may have at law, or in equity, or under this Agreement. Nothing contained in this Agreement shall be deemed toj preclude either party from seeking injunctive relief, ifnecessary, in order to prevent the other party from willfully or intentionally breaching its obligations under this Non-Waiver: Failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any right accruing under this Agreement, nor affect any subsequent breach, nor affect the effectiveness of this Agreement or any part hereof, nor prejudice either party as regards any subsequent action. Force Majeure: Neither party to this Agreement shall be liable to the other for delays in performing the obligations called for by this Agreement, or the direct and indirect costs resulting from such delays, that are caused by labor strikes, riots, war, acts of government authorities other than the Client (if a governmental authority), extraordinary weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation ofe either party. Severability: The provisions oft this Agreement are hereby agreed and declared to be severable. Any term or provision ofthis Agreement which is held to be unenforceable by a court ofcompetent jurisdiction shall be deemed to have been stricken from this Agreement, and the remaining terms and provisions ofthis Agreement shall be construed and enforced without such terms or provisions. Counterparts: This Agreement may be executed in one or more counterparts, each one ofwhich shall be deemed an original, but all ofwhich together shall constitute one and the samei instrument. Scope of Agreement: This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or agreements, either written or oral, except that terms specific to future projects shall be set forth in LaBella's proposals. This Agreement: may be amended only by written instrument signed by both parties.  Agreement or to compel the other party toj perform its obligations hereunder.        es 35    Professional Services Agreement  Agreement made the  day of between  2021  LaBella Associates, P.C. ("LaBella") and  Town of Cramerton ("Client")  for services related to the following Project:  Engineering Services ("Project")  Street Paving and Maintenance Contract 2021  LaBella and Client hereby agree as follows:  1.  Description of Services: LaBella shall perform the services set forth and described in LaBella's proposal, dated 2/12/2021 ac copy ofwhich is attached as Exhibit. A, in accordance  with the terms and conditions oft this contract attached as. Exhibit B.  2.  Compensation for Services: Client shall compensate LaBella fori its] professional services as set forth in LaBella's proposal. LaBella shall submit invoices for services rendered on a monthly basis. Client shall make payment to LaBella no later than thirty (30) days after the date 3. Term: LaBella shall commence performing its services when Client gives notice to proceed. This Agreement shall terminate whenI LaBella's services are completed, or as otherwise  ofeach invoice.  provided in this Agreement.    LaBella Associates, P.C.  Client Name By: Title Date  By:  Title Southeastern Regional Vice President  Date:  Professional Engineering Services - Cramerton Street Paving andl Maintenance Contract 2021    TOWN OF CRAMERTON CONTRACTI FORI ENGINEERING SERVICES  This Contract for Engineering! Services ("Contract") is made ande entered intot tol be effective.  2021  ("Effective Date") between Town of Cramerton ("the Town") and LaBella Associates, 400 S. Tryon Street, Suite 1300, Charlotte, NC 28285 ("the Contractor"). For and in consideration of the mutual promises set forth in this 1. Obligations of the Contractor- The Contractor agrees to provide Engineering Services for Street Paving and Maintenance for the TOWN OF CRAMERTON. (the "Services") as more particularly described int the Exhibit This Contract does not grant the Contractor the right or1 the exclusive right to provide specified services to the Town. Similar services may be obtained from: sources other than the Contractor (or not at all) at the The Contractor. shall begin worki immediately uponi issuance ofa a written notice to proceed and shalla adhere tot the Schedule as setforthi in Exhibit. A. The Contractor agrees to perform the Services ina at timely, complete, and professional manner and in accordance with the terms and conditions of this Contract. Furthermore, the Contractorr represents andy warrants that (i) itisdulyo qualified and, ifrequired byl law, licensed to provide the Services; (ii) it will provide the Services in a manner consistent witht the level of care ands skill ordinarily exercised by contractors providing similar Services under similar conditions; (ii) it possesses sufficient experience, personnel, andi resources to provide the Services; (iv) it shall provide the Services in compliance with applicable laws, statutes, ordinances, codes, orders, rules and regulations; and (v) its reports, ifany, 2. Obligations of the Town. The Town hereby agrees to payt tot the Contractor for the faithful performance of  Contract, the parties do mutually agree as follows:  "A" attached hereto andi incorporated herein byr reference.  discretion of the Town.  shalll be complete, accurate, and unambiguous. this Contract: at total not to exceed $117,735.00 as follows: a. Task #1- Construction Documents Paving Contract: b. Task #2- Geotechnical Services: Task #3- Formal Construction Bidding Services  $45,360.00 $ 7,500.00 $ 3,355.00 $59,770.00 $115,985.00 $ 1,750.00 $117,735.00  d. Task #4- Construction Admin/Construction Observation Paving Contract  Subtotal: Reimbursable Expenses: TOTAL NOTTO EXCEED:  Any additional services hereinafter agreed to in writing by Town shall be billed at the rates setforth in 3. The Town's Proiect Coordinator. David Pugh, thel Town Manager, is designated as the Project Coordinator for the Town. The Project Coordinator shall be the Town's representative in connection with the Contractor's performance under this Contract. The Town has complete discretion in replacing the Project 4. Primary Client Contact for the Contractor. Bonnie A. Fisher is designated as the Primary Contact for the Contractor. The Primary Contact is fully authorized to act on behalf of the Contractor in connection with 5. Terms and Methods of Payment. The Town willr make payment afteri invoices are approved on a net 30- day  Exhibit A attached hereto andi incorporated herein by reference.  Coordinator with another person of its choosing.  this Contract.    basis. Invoices shall be detailed toi the satisfaction of Town and applicable North Carolina sales taxs shall be invoiced as a separate item. Invoices shall be sent to the Town's Chief Finance Officer with a copy to the Town's Project Coordinator. The Town will not pay in advance for Services without the prior approval of 5. Standard Terms and Conditions: The Contractor agrees tot the Standard Terms and Conditions set forth as 7. Counterpart Execution. This Contract may be executed and recorded in two or more counterparts, each of whichs shall be deemed an original anda all ofwhich, whentaken together, shall constitute one and the same instrument. Each party shall be entitled to rely upon executed copies of this Contract transmitted by 3. Contract Documents: The Contractor's execution of this Contract constitutes an agreement to all written and electronic agreements affecting a contractual relationship between the Town and Contractor and all documents referred to therein (the "Contract Documents"), including, but not limited to, the proposal, the printed contract form and attachments, contract bonds, plans, standard specitications and supplemental specifications, standard special provisions and project special provisions contained ini the proposal, anda all  the Town's Finance Officer.  Attachment 1 attached hereto and incorporated herein by reference.  facsimile or electronic "PDF" tot the same andi full extent as the originals.  executed supplemental agreements.  SIGNATURES. APPEAR ON FOLLOWING PAGE    IN WITNESS WHEREOF, the Town and the Contractor have executed this Contract on the day and year first written  above.  LaBella Associates the Contractor Name  Signature of Authorized Representative Date  the Contractor's Federal Identification #  [if Contract is with Organization or Social Security Numberi ifi individual]  Town of Cramerton Owner  Signature of Authorized Representative Date  Thisi instrument has been preaudited in the manner required byt the Local Government Budget and  Fiscal Control Act.  Signature of Authorized Finance Officer Date    Attachment: 1 Standard Terms and Conditions  1. Entire Agreement. Thet terms and provisions setf forthi int the Contract Documents shall constitute the entire agreement between the Contractor andt the Town with respect tot the purchase byt the Town oft the Services provided or work performed as described in the Contract Documents. The agreements set forth in the Contract Documents are sometimes referred to herein as the "Contract." In the event of any conflict between anyt terms and conditions of the Contract Documents, the terms and conditions most favorablet to the Town shall control. No additional or supplemental provision or provisions in variance herewith that may appear in the Contractor's quotation, acknowledgment, invoice, ori in any other communication from the Contractor to the Town shall be deemed accepted by or binding on the Town. The Town hereby expressly rejects all such provisions which supplement, modify or otherwise vary from the terms of the Contract Documents, ands suchp provisions are: superseded! byt thet termsando conditions: statedi inthe Contract Documents, unless and until the Town's authorized representatives expressly assent, in writing, to such provisions. Stenographic and clerical errors and omissions byt the Town are: subject to correction. 2. Nondiscrimination. During the performance of the Contract, the Contractor shall not discriminate against ord deny the Contract's benefitst to any person ont thel basis of sexual orientation, national origin, race, ethnic 3. Conflict of Interest. The Contractor represents and warrants that no member of the Town or any of its employees or officers who may obtain a direct benefit, personal gain or advantage for themselves or a relative or associate as a result of the Contract, subcontract or other agreement related to the Contract is ina a position to influence or has attempted to influence the making of the Contract, has been involved in making the Contract, or will be involved in administering the Contract. the Contractor shall cause this paragraph tol be included in all Contracts, subcontracts and other agreements related to the Contract. 4. Gratuities toi the Town. The right of the Contractor to proceed may! be terminated by written notice ifi the Town determines that the Contractor, its agent or another representative offered or gave a gratuity to an 5. No Kickbacks to the Contractor. The Contractor shall not permit any kickbacks or gratuities tol be provided, directly ori indirectly, to itself, its employees, subcontractors or subcontractor employees for the purpose of improperly obtaining or rewarding favorable treatment in connection with a Town contract or in connection with as subcontract relating to a Town contract. When the Contractor has grounds to believe thata ay violation oft this clause may! have occurred, the Contractor shallpromptly reporttot the Towni in writing 6. E-Verification. The Contractor shall comply with the requirements of Article 2 of Chapter 64 of the North 7. Indemnification. The Contractor shall indemnify and hold harmless the Town, its officers, agents, employees and assigns from and against all claims, losses, costs, damages, expenses, attorneys' fees and liability that any of them may sustain (a) arising out oft the Contractor'sfailuret to comply with any applicable law, ordinance, regulation, or industry standard or (b) arising directly or indirectly out of the Contractor's breach of the terms and conditions of the Contract. In the event the Contractor, its employees, agents, subcontractors and or lower-tier subcontractors enter premises occupied by or under the control of the Town int the performance oft the Contract Documents, the Contractor agrees thati it willi indemnify and! hold harmless the Town, its officers, agents, employees and assigns, from any loss, costs, damage, expense or liability by reason of property damage or personal injury of whatsoever nature or kind arising out of, asa 8. Insurance. Unless such insurance requirements are waived or modified by the Town, the Contractor certifies that it currently has and agrees to purchase and maintain during its performance under the Contract the following insurance from one or more insurance companies acceptable to the Town and authorizedi to dol business int the State of North Carolina: Automobile the Contractor shall maintain bodily injury and property damage liability insurance covering all owned, non-owned and hired automobiles. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each person/each  background, color, religion, gender, age or disability.  official or employee of the Towni in violation of policies of thel Town.  the possible violation. Carolina General Statutes.  result of, or in connection with such entry.    occurrence. Commercial General Liability the Contractor shall maintain commercial general liability insurance that shall protect the Contractor from claims of bodily injury or property damage which arise from performance under the Contract. This insurance shall include coverage for contractual liability. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each occurrence/annual aggregate. The Contractor shall maintain Umbrella liability insurance with policy limits of not lesst than $10,000,000 each occurrence and $10,000,000 ini the aggregate. Worker's Compensation and Employers' Liability Insurance If applicable tot the Contractor, the Contractor shall meet thes statutory requirements of the State of North Carolina for worker's compensation coverage and employers' liability insurance. The Contractor shall maintain professional liability insurance witha a policy limit of not less than $3,000,000 per claim and $5,000,000 in in the aggregate. The Contractor shall also provide any other insurance or bonding specifically recommended in writing by the Town or required by applicable law. Certificates of such insurance shall be furnished by the Contractor to the Town and shall contain the provision that the Town beg given 30 days' written notice of anyi intent to amend or terminate by either the Contractor or thei insuring company. Failure tot furnish insurance certificates or to maintain suchi insurance shall be a default under the Contract and shall be grounds fori immediate termination of the Contract. 9. Suspension. Town may suspend this Contract in whole or in part for convenience upon seven (7) days written notice. Upon receipt of notice, Contractor shall immediately discontinue all services. Contractor shall be paid for services rendered through the date of suspension. If the suspension exceeds three (3) months, the Parties shall endeavor to negotiate an equitable adjustment to compensation to address any 10. Termination for Convenience. In additioni to all oft the other rights which the Town may have to cancel this Contract, the Town shall have the further right, without assigning any reason therefore, to terminate the Contract, in whole or in part, at any time at its complete discretion by providing 10 days' notice in writing from the Town to the Contractor. If the Contract is terminated by the Town in accordance with this paragraph, the Contractor will be paid for services actually rendered through the date of termination. 11. Termination for Default. The Town may terminate the Contract, in whole or in part, immediately and without prior notice upon breach of the Contract by the Contractor. In addition to any other remedies available to the Town law or equity, the Town may procure upon such terms as the Town shall deem appropriate, Services substantially similar to those sO terminated, in which case the Contractor shall be liable to the Town for any excess costs for such similar goods, supplies, or services and any expenses 12. Contract Funding. It is understood and agreed between the Contractor and the Town that the Town's obligation under the Contract is contingent upont the availability of appropriated fundsf from which payment for Contract purposes can be made. No legal liability on the part of the Town for any payment may arise until funds are made availablet tot the Town'sFinance Officer and untilt the Contractor receives notice ofsuch availability. Should such funds not be appropriated or allocated, the Contract shall immediately be terminated. the Town shall not be liable to the Contractor for damages of any kind (general, special, 13. Improper Payments. The Contractor shall assume all risks attendant to any improper expenditure of funds under the Contract. The Contractor shall refund tot the Town any payment made pursuant to the Contract ifit is subsequently determined by audit that such payment was improper under any applicable law, regulation or procedure. The Contractor shall make suchr refunds within 30 days aftert the Town notifies the 14. Contract Transfer. The Contractor shall not assign, subcontract or otherwise transfer any interest in the 15. Contract Personnel. The Contractor agrees that it has, or will secure at its own expense, all personnel 16. Contract Modifications. The Contract may! be amended only by written amendment duly executed by both 17. Relationship of Parties. The Contractor is an independent contractor and not an employee of the Town. The conduct and control of thev work will lie solely witht the Contractor. The Contract: shall not be construed ase establishing a joint venture, partnership ora anyprincipal-agenti relationship for any purposel between the Contractor and the Town. Employees oft the Contractor shall remain subject to the exclusive control and  extraordinary costsi incurred by Contractor as ar result of thes suspension.  incurred in connection therewith.  consequentia. or exemplary) as a result ofs such termination.  Contractor in writing that a payment has been determined to be improper. Contract without the prior written approval oft the Town. required to provide the Services set forth in the Contract.  the Town andi the Contractor.    supervision oft the Contractor, which iss solely responsible for their compensation.  18. Advertisement. The Contract will not be usedi in connection witha any advertising by the Contractor without 19. No Pre-Judgment or Post-Judgment Interest. In the event of any action by the Contractor for breach of contracti in connection with the Contract, any amount awarded: shallr not beari interest either before or after 20. Background Checks. At the request of the Town's Project Coordinator, the Contractor (ifa an individual) or any individual employees of the Contractor shall submit to the Town criminal background check and drug 21. Confidential Information. Employee Personnel Information: If, during the Contractor's) performance of the Contract, Contractor should obtain any information pertaining to employees of the Town's personnel records, Contractor agrees to keep any suchi information confidential and to not disclose or permit itt to be disclosed, directly or indirectly, to any person ore entity. Other Confidential Information: (a) the Contractor agrees that it will at all times holdi in confidence for the Town all designs, know-how, techniques, devices, drawings, specifications, patterns, technical information, documents, business plans, item requirements, forecasts ands similar data, oral, written or otherwise, conveyed byt the Townt toi the Contractor in connection herewith or procured, developed, produced, manufactured or fabricated by the Contractor in connection herewith or procured, developed, produced, manufactured or fabricated by the Contractor in connection with the Contractor's performance hereunder (collectively, 'Information"). The Contractor shall exercise the same degree of care to prevent disciosure of any Information to others as it takes to preserve and safeguard its own proprietary information, buti in any event, nol less than ar reasonable degree of care. The Contractor shall not, without the prior written consent of the Town, reproduce any Information; nor disclose Information to any party; nor use any! Information for any purpose other than performance for the benefit of the Contractor hereunder. Any technical knowledge or information oft the Contractor which the Contractor shall have disclosed or may hereafter disclose to the Town in connection with the Services or other performance covered by the Contract. shall not, unless otherwise specifically agreed upon in writing by the Town, be deemed to be confidential or proprietary information ands shall be acquired by the Town 22. Intellectual Property. The Contractor agrees, at its own expense, to indemnify, defend and save the Town harmless from all liability, loss or expense, including costs of settlement and attorney's fees, resulting from any claim that the Town's use, possession or sale oft the Services or any goodsi infringes any copyright, patent 23. Mediation. Ifa dispute arises out of or relates to the Contract, or the breach of the Contract, and if the dispute cannot be settled through negotiation, the parties agree to tryi in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules 24. No Third-Party Benefits. The Contract shall not be considered byt the Contractor to create any benefits on behalf of any third party. The Contractor shalli include in all contracts, subcontracts or other agreements relating to the Contract an acknowledgment by the contracting parties that the Contract creates no third- 25. Forcel Majeure. If the Town is unable to perform its obligations or to accept the Services because of Force Majeure (ash hereinafter defined), thet timet for such performance. byt the Town or acceptance of Services will bee equitably adjusted by allowing additional time for performance or acceptance of Services equal to any periods of Force Majeure. "Force Majeure" shall mean any delays caused by acts of God, riot, war, terrorism, inclement weather, labor strikes, material shortages and other causes beyond the reasonable 26. Strict Compliance. The Town may ata anyt timei insist upon strict compliance witht these terms and conditions notwithstanding any previous course of dealing or course of performance between the parties to the 27. General Provisions. The Town's remedies as set forth herein are not exclusive. Any delay or omission in exercising any right hereunder, or any waiver of any single breach or default hereunder, shall not be deemed tol be: a waiver of such right or of any other right, breach, or default. Ifaction be instituted by the Contractor hereunder, the Town shall be entitled to recover costs and reasonable attorney's fees. the  prior written approval by the Town.  anyj judgment, and the Contractor specifically waives any claim fori interest.  testing procedures.  freet from any restrictions as part of the consideration oft the Contract.  ort trademark ori isa misappropriation of any trade secret.  before resortingt to litigation.  party benefits.  control oft the Town. contrary.    Contractor may not assign, pledge, ori in any manner encumber the Contractor's rights under this Contract, or delegate the performance of any ofi its obligations! hereunder, without the Town's prior, express written 28. Contract Situs. All matters, whether sounding in contract or tort relating to the validity, construction, interpretation and enforcement of the Contract, will be determined in Gaston County, North Carolina. 29. Severability. Any provision oft this Contract that is determined by any court of competent jurisdiction tol be invalid or unenforceable will not affect the validity or enforceability of any other provision. Any provision of the Contract held invalid or unenforceable only in part or degree will remain in full force and effect to 30. FEDERAL FUNDS: Ift thes source off funds for this contracti ist federal funds, thet following federal provisions apply pursuant to: 2C.F.R. 52 200.326 and: 2C.F.R. Part 200, Appendix II (as 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 (40U.S.C.3 3701-3708); Clean Air Act (42 U.S.C. 7401-7671q.): andt the Federal Water Pollution Control Act (33 U.5.C.1 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti-Lobbying Amendment (31 U.S.C.1 1352); Procurement of Recovered Materials (2CFR.5200.322): and Record Retention Requirements (2CFRS  consent.  North Carolina law will govern thei interpretation and construction oft the Contract.  the extent not heldi invalid or unenforceable.  200.324).