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2014-583 DEAPR - MdM Historical Consultants to update/complete county-wide historic resources inventory and prepare first phase of text for publication in book form and online $25,000
L 1 Project Description and Contract Orange County Architectural Survey Update & Phase I of Publication funded by FY 2014 Federal Historic Preservation Fund Grant and Orange County This Project Description and Contract ("Contract") is hereby entered into by and between Wake County (the "Grantee") and MdM Historical Consultants, Inc. (the "Consultant"), referred to collectively as the "Parties." A. CONTRACT DOCUMENTS: This Contract consists of the following documents: 1) This Contract 2) General Terms and Conditions (Attachment A) 3) Appendix for Contracts (Attachment B) 4) Scope of Work (Attachment C) 5) Services To Be Provided and Standards To Be Followed (Attachment D) 6) Time-Product-Payment Schedule (Attachment E) B. CONSULTANT PERSONNEL: MdM Historical Consultants identifies Jennifer Martin and Cynthia de Miranda, who meet the Secretary of the Interior's Professional Qualification Standards, as the individuals who will have primary responsibility for conducting and supervising the project and reviewing all project products. The Consultant shall obtain prior written approval of the Grantee and the State Historic Preservation Office prior to any change in primary responsibility for the project. The Consultant identifies no other individual who will be carrying out a substantial portion of the work of this contract. Prior to assigning any duties to any additional employee, assistant, or subcontractor, the Consultant shall seek and obtain prior written approval from the Grantee and the State Historic Preservation Office. C. TIME SCHEDULE: This Contract shall be effective on the date of signing and shall terminate on September 4, 2015, with no option to extend. The project activities (the work of the consultant) must be completed and submitted to the HPO by August 21, 2015, with no option to extend. The final request for reimbursement of the grant funds must be submitted to the HPO by September 4, 2015. The attached Time-Product-Payment Schedule (Attachment E) is to be followed throughout the course of the project. D. PROJECT BUDGET FOR PROFESSIONAL SERVICES: The total amount to be paid by the Grantee to the Consultant under this Contract shall not exceed $25,000 including travel, photography, and all other expenses. It is understood that the Consultant is being employed as a professional and is an independent contractor and that payment for services constitutes a fee that excludes all employment taxes and related benefits. The Grantee will be responsible for providing appropriate IRS income statements (FORM 1099) for the Consultant. E. PAYMENT PROCEDURES: The Consultant will receive payment upon submission and approval of the items described in the Scope of Work (Attachment C) and in accordance with the project budget and the Time-Product-Payment Schedule (Attachment E). The Consultant will submit the products and invoices directly to the State Historic Preservation Office (HPO) for review and approval. The address is State Historic Preservation Office, 4617 Mail Service Center, Raleigh, NC 27699-4617, Attn. Claudia Brown; telephone, 919-807-6573; fax, 919-807-6599; email, claudia.brown ancdcr.gov. Invoices for all but the final product will be processed upon receipt of each product. The invoice for the final product will be processed upon full review and approval of the final product by the HPO. The Grantee will receive the approved invoices from the HPO and upon receipt of an approved invoice will promptly make payment of the approved amount to the Consultant. The Consultant must pay all HPO photography lab invoices associated with the project before receiving the final payment. F. TERMINATION BY GRANTEE OF CONTRACT FOR CAUSE: If the Consultant fails to fulfill in a timely and proper manner his/her obligations under this Contract, or if the Consultant violates any provisions of this Contract, the Grantee, with the concurrence of the State Historic Preservation Office, shall have the right to terminate the Contract for cause by giving written notice to the Consultant specifying the reasons for and effective date of termination. In such event, the Consultant shall cease worts immediately upon receipt of such notice. The Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed prior to termination, but in no case shall this amount exceed $25,000. G. ENFORCEMENT OF REMEDIES FOR NONCOMPLIANCE: If the Consultant fails to fulfill in a timely and proper manner his or her obligations under this Contract, or violates any of the provisions of this Contract, the North Carolina Office of Archives and History may enforce the remedies for grantee or subgrantee compliance pursuant to Section 43 of the Code of federal Regulations (43 CFR 12.1 — 12.83) which is incorporated by reference in this Contract as if fully set forth herein. 2 H. CHANGES IN PROJECT DESCRIPTION AND CONTRACT: The Grantee shall immediately notify the State Historic Preservation Office project specialist and grants supervisor if any changes to the scope of work or project schedule are anticipated. If the change is minor, the grants supervisor will advise the Grantee on how to proceed and direct the Grantee to describe the change in the final financial report. If the change is major, the Grantee will be required to utilize the procedure outlined in the Grantee Handbook for Federal Historic Preservation Fund Grant Projects. Only minor changes may be made in the scope or budget without the approval of the State Historic Preservation Office. Minor changes are those changes that involve five per cent or less of the project cost and that do not alter the basic scope of the project, do not substitute unapproved materials or methods, or do not add or delete work items. All other changes will be deemed to be major changes. Major changes must be approved in writing by the State Historic Preservation Office before changes are made. Costs of major changes, those in excess of five per cent of the project cost, made without prior State Historic Preservation Office written approval, may be disallowed. The entire grant allocation for the project may be canceled if major changes are not approved in writing by the State Historic Preservation Office. I. NONDISCRIMINATION ASSURANCES: In consideration of the signing of this Contract for the performance of work and furnishing of labor and materials as set forth herein, the Parties hereto for themselves, their agents, officials, and employees or servants agree not to discriminate in any manner on the basis of age, handicap, sex, race, color, creed, sexual orientation, or national origin with reference to the subject matter of this Contract, no matter how remote. J. SAFETY PRECAUTIONS: The Grantee and the Consultant understand and agree that the National Park Service and the North Carolina Office of Archives and History assume no responsibility with respect to accidents, illnesses, or claims arising out of any work performed under a grant-supported project. The Grantee and the Consultant agree to take necessary steps to insure themselves and their personnel and to comply with the applicable local, State, or Federal safety standards, including those issued pursuant to the National Occupational Safety and Health Act of 1970. 3 K. OTHER STIPULATIONS: As noted above, the attached General Terms and Conditions (Attachment A) Appendix for Contracts (Attachment B) are hereby incorporated in this Contract and contain stipulations regarding procurement, retention of records, changes in scope, prohibition of lobbying, non-federal audit, publications, suspension or termination of grant, standards for final products, equal opportunity, and other requirements. The Consultant shall comply with all provisions set forth in Attachment A and Attachment B. 1. NOTICE TO PROCEED The contractor will not begin any work on the project until issuance of a Notice to Proceed from Orange County. 2. INSURANCE Contractor shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Worker's Compensation Insurance (if applicable), Professional Liability Insurance, and any additional insurance as may be required by the County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference (http://orangecountync.gov/purchasing/contracts.asp If the County's Risk Manager determines additional insurance is required such additional insurance shall be designated here (if no additional insurance required mark N/A as being not applicable). Contractor shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. Orange County must be included as an additional named insured as their interests may appear in this agreement. 3. FISCAL RESPONSIBILITY The Contractor shall maintain for a period of two years a full and accurate record of all expenditures, and shall make it available to Orange County for review upon request. 4 L. CONTACT INFORMATION FOR CONTRACT ADMINISTRATOR AND CONSULTANT: The Grantee identifies the following person who will serve as the Grantee Contract Administrator: Peter Sandbeck, Cultural Resources Coordinator Orange County DEAPR PO Box 8181 Hillsborough, NC 27278 Telephone: 919-245-2517 Fax: 919-644-3351 Email: psandbeck(D-orangecountync.gov The Consultant's contact information is as follows: Jennifer Martin Cynthia de Miranda MdM Historical Consultants PO Box 1399 Durham, NC 27702 Location: 808 Parker Street Durham, NC 27701 Jennifer Martin Telephone: 919-368-1602; Email: Jennifer-mdmhc.com Cynthia de Miranda Telephone: 919-906-3136; Email: cynthia a�mdmhc.com Either Party may change the contact information by giving timely written notice to the other Party. 5 The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. In Witness Whereof, the Grantee and the Consultant have executed this Contract in duplicate originals, with one original being retained by each Party. Orange County f � / Signature 61 Date Printed Name Title Attest: Sigriftfe Clate '-ponnct � v CIer A ML �yarc� Printed Name Title MdM Historical Consultants, Inc. l /L S " Sign re /� l Dat c �/ F �/ 1 Q T7 I�1 / C -e Pr- �Pri ed ame Title Witness: Sig ature Date C LD►1c`Inc� Printed Name Title 6 NORTH CAROLINA COUNTY ORANGE COUNTY ACKNOWLEDGEMENT This is to certify that on the q day of�, 20_15, before me personally came `-60 VyuQ. �. GNnv, _S p� , with whom I am name of signing official) personally acquainted, who, being by me duly sworn, says that she/he is 0— aQ1 1f (,o to-6_ 7y1Q-10C aon and that 0 (title of signinj official)--U by authority duly given and as an act of the Qopff22 6OVM`�k (name of Ovemment entity) the foregoing instrument was signed in its name. WITNESS my hand and official seal this the day of C�ja,,,,r , 20 � e®®eS NJON5aQO�Qrv,s_®s�®, WOT Y otary Public PUBLIC Q R6 My Commission Expires: - - 13 7 STATE OF NORTH CAROLINA INDIVIDUAL DURHAM COUNTY ACKNOWLEDGEMENT I, 70�,% Ed-vi wQ4- IM Cc Ac' �a,� a Notary Public, do hereby certify (notary public's name) that FrGhce5 Mc-r-'f:h , personally appeared before (consultant's name) me this day and acknowledged the due execution of the foregoing instrument. This the S"- day of ��ec.�N.lO�eo , 20_L_�_. John Edward McConahay NOTARY PUBLIC Notary Public (SEAL) Orange County, North Carolina ent:&C/ My Commission Expires 3.7-2015 My Commission Expires: ©3' O?-- a01 j 8 Attachment A General Terms and Conditions DEFINITIONS programmatic involvement with the grantee or Unless indicated otherwise from the context, the eubonanUee during the performance pf the grant. following terms shall have the following meanings inthis (10) "Grantee" has the meaning in G.G. 143C-8- Contract. All definitions are from 9 NCAC 3K8.0102 23(a)(2): a non-State entity that receives agrmnt unless otherwise noted. |f the rule or statute that iothe of State funds from a State agency, department, source of the definition is changed by the adopting or institution but does not include any non-State authohb—,the change ahaUbeincorporatedhanein.: entity subject to the audit and other reporting (1) "Agency" (as used in the context of the requirements of the Local Government definitions below) shall mean and include every Commission. For other purposes in this public ofOne, public officer or official (Gbaha or Contract, "Grantee" shall mean the entity |000|' elected or appointed), inabtubon, boand, identified ea one of the parties hereto. czxmmn|soion, bunamu, council, department, (11)"Grantor' means an entity that provides outhohb/or other unit ofgovarmnmentof the State nesounces, generally financial, to another entity or of any county, unit, special district or other in order bo achieve m specified goal orobieotive. political subagency of government. For other (12) "Non-State Entity" has the meaning in N.C.G.S. purposes in this Contract "Agency" ghoU mean 143C-1-1(d)(18): Any of the following that is not the entity identified oa one of the parties hereto. a State agency: An individual, o finn. a (2) "Audit' means an examination of records or partnermhip, an association, a counh/, o financial accounts to verify their accuracy. corporation, or any other organization acting ao (3) "Certification of Compliance" means m report a unit. The bamn includes a unit of local provided bv the Agency tothe Office ofthe State government and public authority. Auditor that states that the Grantee has met the (13) "Public Authority" has the meaning in N.C.G.G. reporting requirements established by this 143C-1'1(d)(32): 8municipal corporation that is Subchapter and included e statement of not a unit of local government or a local certification by the Agency and copies of the governmental outhmhb/, boand, cornnnission, submitted grantee reporting package. council, or agency that (i) is not m municipal (4) "Compliance Supplement' refers to the North corporation and (ii) operates on an omao. Carolina State Compliance Supp|ernent, regional, or multiunit boeim, and the budgeting maintained by the State and Local Government and accounting systems of which are not fully a Finance Agency within the North Carolina part of the budgeting and accounting systems of Department of State Treasurer that has been a unit of local government. developed in cooperation with agencies bzassist (14) "Single Audit' means on audit that includes an the |000| auditor in identifying program examination of an organization's financial compliance requirements and audit procedures otab*nnento, internal oontro|m, and compliance for testing those requirements. with the requirements of Federal or State (5) "Contraot' means a legal instrument that iaused awards. to reflect a relationship between the agency, (15) "Special Appropriation" means legislative act grantee, and aubonanbee. authorizing the expenditure of a designated (0) "Fiscal Year" means the annual operating year amount of public funds for a specific purpose. nf the non-State entity. (1O>"State Funda'' means any funds appnopr�tedbv (7) "Financial Assistance" means assistance that ' 'the North Carolina General Aoearnb|y or non-State entities receive or administer in the collected by the State of Nndb Carolina. State form ofgrants, |oaon. loan guarantees, property funds include federal financial assistance (including donated surplus property), received by the State and transferred or cooperative oQnsanmenta, interest nubmidiso, disbursed to non-State entities. Both Federal inauranua, hood comnmnodiUee, direct and State funds maintain their identity as they apppophationo, and other assistance. Financial are sub�ranhydhz other organizations. Pursuant oaaiatxnoa does not include amounts received to N./�.- S. 143C-6-23(o)(1), the tanne "State as reimbursement for services rendered to grant funds" and "State grants" do not include individuals for Medicare and Medicaid patient any payment made by the Medicaid proQnsnn, nanjceo. the Teachers' and State Employees' (8) ''Finonoio! Statement' means a report providing Comprehensive Major Medical P|mn, or other financial obstiabos relative to a given part of an similar medical programs. organization's operations orstatus. (17) ''Subonsntee" has the mooning in (S) "Grant' means financial assistance provided by N.C .G.G.143C-6-23(a)(3): a non-State entity an agency, grantee, orouboranteebz carry out that receives a grant of State funds from a 0r�ntmeorfn�nmanotheraubonanteebutdoeonot activities whereby the grantor anticipates no - include any non-State entity subject to the audit NGO Form 0009132 Grants General Terms and Conditions-Public Sector Entities B[9/20V5 Pagel � Revised 7/2007 and other reporting naquhenm»nbs of the Local successors. It is expressly understood and agreed that Government Commission. �o �n���mo� of terms �� conditions of this (18� ^UnitmfLooa| {�ovemmnmenthomthemnmoningin Contract and oU rights of action relating to such ' 'G.S. 143C-1-1(d)/29\: A municipal corporation enforcement, shall be strictly reserved bo the Agency and then�nnmd ��nanbee Nothin� cont�ined inthiadooumnent that has the power to levy taxes, including a ' consolidated city-county as defined by G.G. shall give or allow any o|oin or right of action 18013-2(^1). and all boerda, agencies, whatsoever by any other third person. It is the express commissions, authorities, and institutions thereof intention of the Agency and Grantee that any such that are not rn person orenUb/' ~ Grantee, municipal receiving services under this Contract shall Relationships of the Parties ba deemed on incidental beneficiary only. Indemnity Undependem%Contractor: The (�nmnbeeia and shaU be deemed to be an independent contractor in the Indemnification: The Grantee agrees toindemnify and performance of this Contract and on such shall bewholly hold harmless the Agency, the State of North Carolina, responsible for the mmdv to be performed and for the and any of their officers, agents and empbmeea, from supervision of its employees. The Grantee represents any claims of third parties arising out of any act or that it hmm, or shall secure at its own expense, all omission of the Grantee in connection with the personnel required in performing the services under this performance of this Contract to the extent permitted by agreement. Such employees shall not be employees of, |ax« or have any individual contractual relationship with, the Agency. Default and Termination Subcontracting: The Grantee shall not subcontract any Termination b-� Mutual Consent: The Parties may of the work contemplated under this Contract without terminate this Contract by mutual consent with GO days prior written approval from the Agency. Any approved notice to the other perty, or as otherwise provided by subcontract shall be subject to all conditions of this law. Contract. Only the subcontractors or suborantees specified in the contract documents are to be considered l[mrmina0on for Cause: |t through any cauee, the approved upon award of the contract. The Agency shall Grantee shall ta|| to fulfill its obligations under this not be obligated to pay for any work performed by any Contract in o brncAy and proper manner, the Agency unapproved subcontractor orsmbonyntea. The Grantee shall have the right to terminate this Contract by giving ahoU be responsible for the performance of all of its written notice to the Grantee and specifying the effective subgnanteas and shall not be relieved of any of the date thaneof. In that evant, all finished or unfinished duties and responsibilities of this Contract. deliverable items prepared by the Grantee under this Contract shmU, at the option of the Aoanoy, become its Subgrantees: The Grantee has the responsibility to property and the Grantee oha|| baenti1edtonaoeive 'ust ensure that all subQrantees, if ony. provide all and equitable compensation for any satisfactory work information necessary to permit the Grantee to comply connp|abad on such nmmteho|s, minus any payment or with the standards set forth in this Contract. compensation previously made. Notwithstanding the foregoing provision. the Grantee shall not be relieved of Assignment: No assignment of the Grantee's |iebi|hv to the Agency for damages sustained by the obligations or the Grantee's right to receive payment Agency by virtue of the Grantee's breach of this hereunder o ho|| be permitted. Hovever, upon vhMan agreement, and the Agency withhold any request approved by the issuing purchasing authority, due the Grantee for the purpose of setoff until such time the State may: as the exact amount of damages due the Agency from � (a) Forward the Grantee's payment check(m)directly such breach can be | determined. The filing a petition any person or entity designated � �� for bankruptcy by the Grantee shall bean act of default Grantee, or under this Contract. /b\ Include any person or entity designated by Grantee as a joint payee on the Grantee's Waiver of Default: Waiver by the Agency of any default payrnendoheck(o). or breach in compliance with the terms of this Contract In no event shall such approval and action obligate the by the Grantee shall not be deemed a waiver of any State to anyone other than the Grantee and the Grantee subsequent default or breach and shall not beconstrued shall remain responsible for fulfillment of all contract to be modification of the b*nnm of this Contract unless obligations. stated to be such in vvhUng, signed by an authorized representative of the Agency and the Grantee and Beneficiaries: Except as herein specifically provided attached to the contract. otherwise, this Contract shall inure tothe benefit nfand be binding upon the parties hereto and their respective NGO Form 0009B2 Grants General Terms and Conditions-Public Sector Entities Eff.muoms Revised 712007 Page Availability of Funds: The parties to this Contract result of all contracts or grants entered into by State agree and understand that the payment of the sums agencies or political subdivisions. specified in this Contract is dependent and contingent upon and subject to the appropriation, allocation, and Record Retention: Records shall not be destroyed, availability of funds for this purpose to the Agency. purged or disposed of without the express written Force Majeure: Neither party shall be deemed to be in consent of the Agency. State basic records retention default of its obligations hereunder if and so long as it is policy requires all grant records to be retained for a prevented from performing such obligations by any act of minimum of five years or until all audit exceptions have war, hostile foreign action, nuclear explosion, riot, been resolved, whichever is longer. If the contract is strikes, civil insurrection, earthquake, hurricane, tornado, subject to Federal policy and regulations, record or other catastrophic natural event or act of God. retention may be longer than five years since records must be retained for a period of three years following Survival of Promises: All promises, requirements, submission of the final Federal Financial Status Report, terms, conditions, provisions, representations, if applicable, or three years following the submission of a guarantees, and warranties contained herein shall revised final Federal Financial Status Report. Also, if survive the contract expiration or termination date unless any litigation, claim, negotiation, audit, disallowance specifically provided otherwise herein, or unless action, or other action involving this Contract has been superseded by applicable federal or State statutes of started before expiration of the five-year retention period limitation. described above, the records must be retained until completion of the action and resolution of all issues Intellectual Property Rights which arise from it, or until the end of the regular five- year period described above, whichever is later. Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this Contract are Miscellaneous the exclusive property of the Agency. The Grantee shall not assert a claim of copyright or other property interest Choice of Law: The validity of this Contract and any of in such deliverables. its terms or provisions, as well as the rights and duties of the parties to this Contract, are governed by the laws of Compliance with Applicable Laws North Carolina. The Grantee, by signing this Contract, agrees and submits, solely for matters concerning this Compliance with Laws: The Grantee shall comply with Contract, to the exclusive jurisdiction of the courts of all laws, ordinances, codes, rules, regulations, and North Carolina and agrees, solely for such purpose, that licensing requirements that are applicable to the conduct the exclusive venue for any legal proceedings shall be of its business, including those of federal, state, and Wake County, North Carolina. The place of this Contract local agencies having jurisdiction and/or authority. and all transactions and agreements relating to it, and their situs and forum, shall be Wake County, North Equal Employment Opportunity: The Grantee shall Carolina, where all matters, whether sounding in comply with all federal and State laws relating to equal contract or tort, relating to the validity, construction, employment opportunity. interpretation, and enforcement shall be determined. Confidentiality Amendment: This Contract may not be amended orally or by performance. Any amendment must be made in Confidentiality: Any information, data, instruments, written form and executed by duly authorized documents, studies or reports given to or prepared or representatives of the Agency and the Grantee. assembled by the Grantee under this agreement shall be kept as confidential and not divulged or made available Severability: In the event that a court of competent to any individual or organization without the prior written jurisdiction holds that a provision or requirement of this approval of the Agency. The Grantee acknowledges that Contract violates any applicable law, each such in receiving, storing, processing or otherwise dealing provision or requirement shall continue to be enforced to with any confidential information it will safeguard and not the extent it is not in violation of law or is not otherwise further disclose the information except as otherwise unenforceable and all other provisions and requirements provided in this Contract. of this Contract shall remain in full force and effect. Oversight Headings: The Section and Paragraph headings in these General Terms and Conditions are not material Access to Persons and Records: The State Auditor parts of the agreement and should not be used to shall have access to persons and records as a result of construe the meaning thereof. all contracts or grants entered into by State agencies or political subdivisions in accordance with N.C.G.S 147- Time of the Essence: Time is of the essence in the 64.7. Additionally, as the State funding authority, the performance of this Contract. Agency shall have access to persons and records as a NGO Form 0009132 Grants General Terms and Conditions-Public Sector Entities Eff.9/2005 Revised 7/2007 Page 3 Care of Property: The Grantee agrees that it shall be responsible for the proper custody and care of any property furnished to it for use in connection with the Sales/Use Tax Refunds: If eligible, the Grantee and all performance of this Contract and will reimburse the subgrantees shall: (a) ask the North Carolina Agency for loss of, or damage to, such property. At the Department of Revenue for a refund of all sales and use termination of this Contract, the Grantee shall contact taxes paid by them in the performance of this Contract, the Agency for instructions as to the disposition of such pursuant to G.S. 105-164.14; and (b) exclude all property and shall comply with these instructions. refundable sales and use taxes from all reportable expenditures before the expenses are entered in their Travel Expenses: Reimbursement to the Grantee for reimbursement reports. travel mileage, meals, lodging and other travel expenses incurred in the performance of this Contract shall be Advertising: The Grantee shall not use the award of reasonable and supported by documentation. State this Contract as a part of any news release or rates should be used as guidelines. International travel commercial advertising. shall not be reimbursed under this Contract. NGO Form 0009132 Grants General Terms and Conditions-Public Sector Entities Eff.9/2005 Revised 7/2007 Page 4 ATTACHMENT B Appendix for Contracts The following stipulations, together with the General Terms and Conditions (Attachment A to the Grant Contract), apply to all grant projects funded in part by federal Historic Preservation Fund grants awarded to the North Carolina Department of Cultural Resources, Office of Archives and History (OAH), State Historic Preservation Office (HPO), by the U. S. Department of the Interior, National Park Service. The Grant Contract and any approved grant subcontract and project contract shall be subject to all the conditions of this Appendix to Contracts. Answers to questions about the application of these conditions to specific projects are available from the OAH or HPO project specialists or from the Grants Coordinator, State Historic Preservation Office, 4617 Mail Service Center, Raleigh, NC 27699-4617. Telephone: (919)807-6582. Fax: (919)807-6599. 1. PROCUREMENT: Grantees must forward to the HPO evidence of compliance with federal competitive procurement requirements for professional services and subcontracts prior to reimbursement, if applicable, and must retain procurement documentation for the time period required by the A-102 Common Rule, OMB Circular 110, and other Historic Preservation Fund program regulations. 2. CHANGES IN SCOPE OF WORK: The approved scope of work, products, budget and performance/reporting milestones included in contracts cannot be changed without prior written approval from the HPO. 3. LOBBYING PROHIBITED: Grantees and contractors must conform with the following text of 18 U.S.C. 1913, which prohibits the use of the grant funds for lobbying: No part of the money appropriated by any enactment of Congress shall, in the absence of express authorization by Congress, be used directly or indirectly to pay for any personal service, advertisement, telegram, telephone, letter, printed or written matter, or other device, intended or designated to influence in any manner a Member of Congress, to favor or oppose by vote or otherwise, any legislation or appropriation by Congress, whether before or after the introduction of any bill or resolution proposing such legislation or appropriation; but this shall not prevent officers or employees of the United States or its Department or agencies from communication to Members of Congress on the request of any Member or to Congress, through the proper official channels, requests for legislation or appropriations which they deem necessary for the efficient conduct of the public business. 4. RETENTION OF RECORDS: The Grantee, the United States Department of the Interior, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of any contractor, which are directly pertinent to the specific contract under the grant project, for the purpose of making audit, examination, excerpts, and transcription. Grantees shall require contractors to maintain all required records for three years after Grantees make final payments and all other pending matters are closed. 5. AUDIT AND REPORTING REQUIREMENTS: Grantees are responsible for obtaining audits in accordance with the Single Audit Act of 1984, P.L. 98-502 (31 U.S.C. 7501-7); the Single Audit Act Amendments of 1996, P.L. 104-156 j(31 U.S.C. 7505(a)]for State, local and tribal governments, and non-profit institutions; OMB CircularA-133, Audits of States, Local Govemments, and Non-Profit Institutions; or the audit requirements of OMB Circular A-110 for universities and nonprofit organizations. The audits shall be made by an independent auditor in accordance with generally accepted government auditing standards covering financial and compliance audits. Grantees are subject to audit and other reporting requirements of 9 North Carolina Administrative Code Subchapter 3M.0205. 6. PUBLICATIONS: Acknowledgment of federal grant assistance should be made in connection with the publication of any material based on, or developed under, any activity supported by Historic Preservation Fund grant funds, as follows: The activity that is the subject of this (type of publication) has been financed(in part/entirely) with federal funds from the National Park Service, Department of the Interior. However, the contents and opinions do not necessarily reflect the views or policies of the Department of the Interior, nor does the mention of trade names or commercial products constitute endorsement or recommendation by the Department of the Interior. The design and content of any publication produced from a survey of architectural or archaeological resources must be reviewed and approved by the OAH prior to its printing. 7. SUSPENSION OR TERMINATION OF GRANT: Voluntary and involuntary suspension or termination of the grant, in whole or in part, by either the OAH or Grantee may occur at any time prior to the date of project completion. See additional provisions regarding termination of the grant in Attachment A, General Terms and Conditions. 8. ENFORCEMENT AND REMEDIES FOR NONPERFORMANCE: If the Grantee or any contractor fails to fulfill in a timely and proper manner his or her obligation under the Contract, or violates any of the provisions of the Contract, the OAH may enforce the remedies for Grantee or contractor compliance pursuant to Section 43 of the Code of Federal Regulations (43 CFR 12.43, 12.44, 12.83), incorporated by reference herein. See additional provisions regarding default and termination in Attachment A, General Terms and Conditions. 9. STANDARDS FOR FINAL PRODUCTS: Final products which do not conform to the terms and conditions of the Contract or which do not meet the applicable Secretary of the Interior's Standards for Archaeology and Historic Preservation will not be reimbursed. 10. EQUAL OPPORTUNITY: In consideration of the signing of this Contract for the performance of work and furnishing of labor and materials as set forth herein, the Parties hereto for themselves, their agents, officials, and employees or servants agree not to discriminate in any manner on the basis of age, handicap, sex, race, color, creed, sexual orientation, or national origin with reference to the subject matter of this Contract. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964(42 U.S.C. 2000 (d)), the Americans with Disabilities Act(42 U.S.C. 12204), and with Section 504 of the Rehabilitation Act of 1973(29 U.S.C. 794). 11. SAFETY PRECAUTIONS: The National Park Service and the OAH assume no responsibility with respect to accidents, illnesses or claims arising from the work performed under a grant- supported project. The Grantee and the consultant are expected to take necessary steps to insure themselves and their personnel and to comply with applicable local, State or Federal safety standards, including those issued pursuant to the National Occupational Safety and Health Act of 1970. 12. OTHER REQUIREMENTS: In addition to the terms detailed in this Contract, all federal requirements governing grants are applicable. (A-102 Common Rule; OMB Circulars A-87, A- 21, and A-122, and A-110 and A-133). Append ixforContracts 7 31 07 2 Attachment C Scope of Work Orange County Architectural Survey Update & Phase I of Publication 2014-2015 The project is to update the existing but outdated architectural survey of rural portions of the county. The unincorporated areas of Orange County have been the target of two survey projects: a survey of Chapel Hill Township outside of Chapel Hill and Carrboro in 1991-1992 and a survey of the rest of the county outside of Hillsborough in 1992-1993. The current project will update the county survey utilizing digital photos and the State Historic Preservation HPO's survey database to update existing records or create new records for approximately 250 properties identified by Orange County: approximately 200 resources that were inadequately addressed in the previous surveys and approximately 50 resources not previously documented, including mid-twentieth-century resources and earlier resources associated with the county's agricultural and African American history. This is the first phase of a multi-phase project with the ultimate goal of publishing the county architectural survey. The current survey update consists of the following: 1. Field work at 200 previously documented properties and 50 properties that have not been documented, all identified by the local project coordinator. On-site work will include high- resolution digital photography conforming to HPO standards, field notes, sketch plans, and all other items as specified in Attachment E. 2. Data entry in the HPO's survey database for the 200 existing records and 50 new records, with full population of each record. Completion of each written summary field will consist of a publication-quality written entry suitable for inclusion in the manuscript for the anticipated survey publication. 3. Creation of paper files with report forms generated from the database, photographic proof sheets, site plans (sketch and/or aerial photo), field notes and other relevant materials 4. Participation in an interview should one be requested by a local newspaper in response to a press release prepared by the local coordinator in cooperation with the county's public affairs officer; and a presentation of survey results at a public meeting in the county at the conclusion of the project 5. Development of a list of properties to be proposed for the state's National Register Study List and to be presented to the N. C. National Register Advisory Committee by the local coordinator at a date to be determined. An updated copy of the HPO database for all of the county's rural properties documented to date will be provided by the local project coordinator at the start of the project, along with older digital photos (taken in 2006) of those properties. Access will be provided to the existing survey files for the 200 previously documented resources, as well as a list and map for the 50 new resources to be documented. Historic Architectural Resources Survey for Orange County Scope of Work The consultant is responsible for the entire scope of work except as follows: The consultant will conduct items 1 through 2 above for 200 properties and the local project coordinator will conduct items 1 through 2 for 50 properties, with the allocation of properties to be determined by consultation between the consultant and the local coordinator. The local project coordinator also is responsible for item 3 for all 250 properties, including the creation of duplicate files for Orange County. All work will be done to federal and state architectural survey standards and under the supervision of HPO staff in accordance with the Contract; Appendix for Contracts (Attachment B); Services to be Provided and Standards to be Followed (Attachment D), unless otherwise specified in this scope of work; and the Time-Product-Payment Schedule (Attachment E). The consultant will meet the qualifications of 36 CFR part 61. The consultant will submit all final products no later than August 21, 2015: the paper files to the HPO and copies of the database and all digital photographs on a CD or DVD to the HPO and Orange County. 2 ATTACHMENT D Services to be Provided and Standards to be Followed for Architectural Survey Update I. SERVICES AND GOODS TO BE PROVIDED BY THE CONSULTANT AND STANDARDS AND PROCEDURES TO BE FOLLOWED: The Survey Update: The Consultant will update the existing surrey of the specified area with the guidance and support of the Grantee Contract Administrator and the staff of the State Historic Preservation Office(HPO) and will follow guidelines in The North Carolina State Historic Preservation Office Survey Manual.Instructions for Recording Historic Resources, 2002 edition (hereinafter cited as NC Survey Manual), supplementary guidelines provided by the HPO, and the calendar and details of the project schedule developed by the Consultant in consultation with the HPO. These state standards are in compliance with the Secretary of the Interior's"Standards for Identification."Any publications produced from the inventory should be reviewed and approved by the HPO before publication. This review would include design and content. The survey update will entail updating existing HPO survey files as well as creation of new files for properties within the project area that have not previously been surveyed and now merit recordation.All survey work will entail digital photography and data entry into the HPO's Access survey database according to HPO guidelines, including those in "Manual for Data Entry: Historic Properties and Districts Survey Forms" (draft 3/07) and the HPO's draft digital photography policy guidelines (2006). Data will be collected in a format compatible with the GIS mapping systems of both the Grantee and the HPO. For the purposes of payment and the satisfaction of the terms of this contract it is understood that the survey update consists of the following items: 1. Intensive field work in the designated area including a review of all structures on all roads and streets. 2. For each previously surveyed property, updating of existing HPO data by doing the following: a. Using data in existing survey files and additional data as necessary, prepare a record for each property in the HPO's Access survey database, including each of those covered by the paper multiple structures data sheets. Each record must have a survey site number and data such as a PIN for linkage to local and state GIS. If the property is in a National Register district, the entry in the written summary field may be a copy of the entry in the nomination inventory list. b. For each record, update the written summary field to reflect current status of the property, noting substantive changes since the initial survey. Be sure to check the appropriate items in the survey update data box. C. Take one or two digital photographs of each property and properly label the photo files. 2 d. Print a report form and photographic proofs (properly labeled)for each record in the database and add them to existing HPO files. 3. For each property not previously surveyed,the preparation of a completed survey file that meets guidelines in NC Survey Manual, as appropriate, and additional guidelines and policies for use of the Access survey database and digital photography. The files will include: a. a survey file folder correctly labeled; b. a completed record in the Access survey database and a printed report form for each property covered by the file. A completed record includes the written summary, which is a description of each property summarizing its history, setting, architectural form and character, integrity, associated features, and significance. C. all prints of digital record photographs of each property, properly labeled, including overall views, detail views, interior views, and photographs of outbuildings and their details where applicable. These photographs are to be submitted in the form of enlarged contacts of not more than nine images per 8-1/2 x 11 sheet in the HPO's standard format; d. for most properties, a hand-drawn or other applicable site plan, showing outbuildings and related features, and a floor plan (where examination of the interior is possible and the plan is of significance to the understanding of the building); e. any documentary information and notes collected on the construction and occupation of each property, including all necessary on-site and telephone interviews with property owners, former owners, and other persons who can provide information on the construction, occupation, and development of the property. This information is to be inserted in the respective survey file with its sources (e.g., date of a conversation/interview) cited. 4. The submittal of the survey database and digital photographs on CDs or DVDs to both the HPO and the Grantee. The survey files and photographs will be reviewed by HPO staff and revised by the Consultant and the revisions approved before final payment is made. Time should be allowed for revision. 5. The submittal of report forms generated from the survey database, properly labeled printed proofs of digital photographs, and other hard-copy items such as site plans and notes, all in properly labeled file folders, to the HPO. 6. Using PowerPoint or other digital presentation software as appropriate, presentations by the Consultant and Grantee at one to three public meetings to inform the community of the project and obtain information and support.Additional local presentations about the survey will be negotiated separately. 7. Study List presentations (written and oral) by the consultant using PowerPoint, with the assistance of the Grantee and HPO staff, to the staff review committee and the North Carolina National Register Advisory Committee (NRAC) encompassing individual properties and districts evaluated as potentially eligible 3 for the National Register of Historic Places. Each individual property or district presented for the Study List will have its own survey file. Prior to the presentation to staff, the Consultant will meet with HPO staff to review potential Study List properties and content of the formal presentation. Prior to the NRAC meeting, the Consultant will provide HPO staff with two printed lists: 1) a list of the Study List presentation properties for attachment to the NRAC agenda; and 2) a list of the Study List properties with owner name and mailing addresses. Following the NRAC meeting, the Consultant will provide HPO staff with printed and digital copies of the presentation text and a digital copy of the PowerPoint presentation. 8. At the end of the project, a final report by the Consultant submitted to the HPO before final reimbursement is made. The final report will be a professionally written essay presenting project methodology, discussing the overall status of previously recorded properties, and describing and evaluating previously unreported historical and architectural development and related contexts of newly recorded properties. The Consultant will provide the report to the HPO in two forms: a typed (printed) paper copy and a digital copy on diskette or CD. The final submission shall also include all survey materials described above, prepared to HPO standards. Survey files will not leave the State without the written permission of the Office. Additional Standards and Procedures: In order to ensure the consistent application of Statewide Survey and National Register standards and procedures, the Consultant shall: 1. perform the project activities according to the Secretary of the Interior's"Standards for Evaluation" and "Standards for Registration" under the supervision, direction, and guidelines of the HPO; 2. seek and obtain orientation from the HPO on all projects to ensure familiarity with Statewide Survey standards and procedures, resources of the Office of Archives and History, and the National Register of Historic Places program; 3. have the option to use the HPO's photo lab services for the printing of proofs from CDs or DVDs for the survey files.The digital image files must be properly named upon submittal to the photo lab. The Consultant may request the HPO to make the prints at HPO cost, based on a cost list provided for various photography items by the HPO,with the understanding that, while the HPO seeks to process photographs quickly to expedite projects, problems of labor and supplies sometime generate backlogs. A three-week processing time is usual, but the time may be longer. The Consultant agrees to pay all invoices for HPO photo lab services associated with the grant project prior to the HPO's approval of the Consultant's final payment as set forth in the Time-Product- Payment Schedule; 4. obtain from the HPO and utilize the Access survey database, inventory folders, and labels required for file preparation, and blank registration forms for nominations; 5. seek and obtain clerical support from the HPO for integrating photographs into Statewide Survey files; 6. Provide inventory materials, including survey files with printed forms as well as the survey database and digital photographs on CDs or DVDs, to the HPO for archival storage and maintenance by the HPO.; and 4 7. seek and obtain professional instruction and guidance from the HPO in defining the research design and conducting and completing the survey and preparation of the nomination(s); work directly with the staff member of the HPO assigned to provide on- site and in-office assistance, guidance throughout the project, support in conducting the work, and assistance in evaluation according to National Register criteria and appropriate contexts; and obtain the required review and approval of survey materials by the HPO in accordance with the Time-Product-Payment Schedule. II. SERVICES AND GOODS PROVIDED BY THE GRANTEE: To ensure that the project will operate efficiently on the local level for the Consultant, the Grantee agrees to do the following: 1. conduct local administration and accounting of the grant; 2. provide prompt secretarial assistance (if a part of the budget)for the project, understanding that deadlines established in the project schedule must be met; 3. provide adequate office space(if a part of the project budget)for the Consultant including a telephone and desk; 4. assist Consultant in developing local contacts and generating publicity for the project; 5. in consultation with the Consultant and the HPO staff, make arrangements for public meetings as required; 6. Have the option to obtain from the HPO duplicate survey files, with photocopies of survey file contents that are not on CD or DVD. If duplicate survey forms and proofs are desired,the Grantee may print them from the CDs or DVDs or make arrangements at the beginning of the project for the consultant to print the duplicates. Duplication of other, non-digital components of the files by photocopying also must be arranged and carried out prior to submittal of the files to the HPO at the completion of the project. It is understood that the cost of duplicating files, including the cost of photocopying and printing duplicate survey forms and photographic prints, is the responsibility of the Grantee unless otherwise specified. Attachment to Contracts for Architectural Survey Update 5-29-2014 Attachment E Time-Product-Payment Schedule Orange County Architectural Survey Update& Phase I of Publication 2014-2015 Due Date Product: Payment December 15,2014 Contract fully executed $ 500 December 31,2014 Collect existing survey information from HPO and Orange $ 2,000 County. Coordinate database creation with Michael Southern. Obtain survey site numbers from HPO. Interview with local newspaper, if requested February 28,2015 Survey 60 properties, enter data into HPO survey $ 6,000 database,including draft narrative entries, and submit digital photos and database to HPO for review. April 30,2015 Survey 60 properties,enter data into HPO survey $ 6,000 database, including draft narrative entries, and submit digital photos and database to HPO for review. June 30,2015 Survey 80 properties,enter data into HPO survey $ 7,000 database, including draft narrative entries, and submit digital photos and database to HPO for review. County submits digital photos and database records for 50 properties to HPO for review. July 2015 (date TBD) Presentation at Orange County HPC meeting $ 1,000 August 14, 2015 Develop list of potential Study List properties. $ 2,500 Submit all final products(digital photos,final survey database with all corrections/revisions made, and paper files) Project Total $ 25,00 OP ID:C1 CERTIFICATE OF LIABILITY INSURANCE DATE(M �'Y) 10/233/20/20Y14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. 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