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HomeMy WebLinkAboutAgenda - 12-13-2016 - 6-m - Orange County Draper Aden Associates Contract Extension 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: December 13, 2016 Action Agenda Item No. 6-m SUBJECT: Orange County/Draper Aden Associates Contract Extension DEPARTMENT: Solid Waste ATTACHMENT(S): INFORMATION CONTACT: 1. Original Agreement With Amendment Gayle Wilson 919-968-2885 1 and Amendment 2 2. Proposed Amendment 3 PURPOSE: To extend the current contract with Draper Aden of Coats, North Carolina for 60 days until March 1, 2017 to insure continued availability of engineering services for Solid Waste. BACKGROUND: The Solid Waste Department maintains contract(s) with engineering firms for various projects. One such contract is with Draper Aden Associates. The contract is scheduled to expire December 31, 2016. A request for qualifications to secure engineering services is currently pending with statements of qualifications due on December 7, 2016. The proposed 60 day extension, until March 1, 2017, will secure the availability of engineering services until a full review of firms submitting qualifications can be reviewed and a new contract or contracts awarded via BOCC action. FINANCIAL IMPACT: There is no financial impact associated with this item. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to this item: • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. Draper Aden Associates has confirmed that the firm pays in excess of the living wage for any and all personnel working on Orange County projects. RECOMMENDATION(S): The Manager recommends that the Board approve Contract Amendment 3 and authorize the Chair to sign the Amendment. Attachment 1 • � 2 • STATE OF NORTH CAROLINA THE COUNTY OF ORANGE AGREEMENT FOR ENGINEERING SERVICES This Agreement made and entered into this _3 day of u'•.200 ?by and between Orange County;North Carolina, on behalf of its Solid Waste Department(herein referred to as "County") and Draper Aden Associates, Inc., a Virginia Corporation licensed to do business in North Carolina(herein referred to as"Engineer"), WHEREAS, the County wishes to contract with the Engineer for professional engineering services related to ongoing groundwater monitoring and analysis on County owned property and other engineering and hydrogeological services as directed in writing by the County: and WHEREAS,the Engineer wishes to provide these services; NOW THEREFORE,it is mutually agreed.as follows: 1. This contract shall be in effect from January 1,2008 to December 31,2010, 2. Duties of Engineer: The Engineer agrees to provide the following services (hereafter "work,services or tasks")at the Standard Billing Rates setforth on Attachment A: a) An annual update of the landfill closure/postclosure costs; b) A semiannual report summarizing the results of the groundwater analysis; c) An annual update of remaining capacity of Subtitle D lined MSW landfill; d) Assessment of corrective measures for landfill gas and groundwater; e) Permit amendments/modifications; f) And other engineering and hydrogeological services that the County may require. 3. Duties of County:The Engineer shall submit a written scope of work for tasks 2.d through 2.f The Engineer shall submit estimated budgets for all Tasks for approval by the County prior to commencing work under this agreement. 4. Subcontractors: The Engineer shall obtain County approval .before using any subcontractors or sub consultants 5. Billing and Payment: The Engineer shall submit regular invoices, using Standard Billing Rates (Attachment A), for work performed and shall be paid for completion of the work performed during that period under the terms of this Agreement. Payment shall be made by the County within thirty(30)days of receipt of an accurate invoice. 6. Insurance: The Engineer shall procure and maintain insurance for protection from claims under worker's compensation acts, claims for damages because of bodily injury including personnel injury, sickness or disease or death of any and all employees or of an person P j�Yi y any p other than such employees and from claims or damages because of injury to or destruction `i 3 County shall within sixty calendar days following termination pay the Engineer for all approved services rendered and all approved costs incurred up to the date of termination. 9. Independent Contractor, Engineer shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee of Orange County or the Solid Waste Department. Engineer shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all persons performing the same and nothing herein shall be construed as creating a partnership or joint venture between Orange County or the Solid Waste Department and the Engineer. Engineer shall not be considered an officer, agent, servant or employee of Orange County or the Solid Waste Department, nor shall Engineer be entitled to any benefits available or granted to employees of Orange County or the Solid Waste Department. IN TESTIMONY WHEREOF,the parties have hereunto set their hands and seals the day and year first above written. ORANGE COUNTY,NORTH CARD A A: ATTEST: BY: 111111111w,,,� , Jacobs, C C.% :•..d • -Commissioners Donna Baker, Clerk to the, 0, I (1V it-6m Draper Aden Associates,Inc.: fi� . .npS WITNESS: B2 T y: Title: G' LA, ;,-,•- s This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. 1 Deputy Finance Director STATE OF NORTH CAROLINA ADDENDUM TO AGREEMENT FOR ORANGE COUNTY ENGINEERING SERVICES • Addendum to that certain Agreement effective December 3, 2007 by and between the County of Orange,on behalf of its Solid Waste Department(herein referred to as"County") and Draper Aden Associates, Inc., a Virginia Corporation licensed to do business in North Carolina (herein referred to as"Engineer"). In consideration of the mutual promises and conditions set forth herein, the County and Contractor agree to amend the Agreement as follows: WHEREAS, the County wishes to contract with the Engineer for professional engineering services including groundwater monitoring and analysis on County owned property and other engineering and hydrogeological services as directed by the County: and WHEREAS,the Engineer wishes to provide these services; NOW THEREFORE,In consideration of the mutual promises and conditions set forth herein,the County and Engineer agree to amend the Agreement as follows: Effective Date: Section 1 of the Agreement is amended as follows: This contract shall be in effect from January 20,2011 to December 31,2014, Duties of Engineer: Section 2 of the Agreement is amended as follows: a) The Engineer agrees to provide the following services (hereafter "work, services or Tasks"): 1) A senaiannui4l report summarizing the results of the groundwater analysis; ii) Assessment of corrective measures for landfill gas and groundwater; iii) And other engineering and.hydrogeological services that the County may require; a b) The Engineer shall submit a written scope of work for Tasks described in Section 2(a); c) The Engineer shall submit estimated budgets for all requested Tasks for approval by the County prior to commencing work under this agreement. d) If the services require specific licenses, certifications or related credentials, Engineer represents that it and/or its employees, agents, subcontractors and subeonsultants performing the Tasks possess such licenses, certifications or related credentials and that such licenses, certifications or related credentials are current, active and not in a state of suspension or revocation, e) Engineer shall complete all Tasks within the time limitations set forth in the written scope of work. f) Engineer shall exercise reasonable care and diligence in performing services under this Agreement and in accordance with the highest generally accepted standards in the United States for the type of services provided by Engineer. • 1 5 is g) Engineer, its agents, employees, subcontractors and subconsultants shall comply with all federal, state and local laws, regulations and policies that relate to the performance of Tasks pursuant to this Agreement. h) Engineer shall be responsible for all errors or omissions, in the performance of the Agreement. Engineer shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts,within 10 days of written notice by the County and at no additional cost to the County. Duties of County: Section 3 of the Agreement is amended as follows: The County shall provide direction to the Engineer as to the specific services required to be performed by the Engineer and the required schedule of delivery for all Tasks listed above. Subcontractors: Section 4 of the Agreement is amended as follows: The Engineer shall obtain. County approval before using any subcontractors or sub- consultants. No permission for subcontracting or subconsulting shall create between the County and the subcontractor or subconsultant,any contract or any other relationship. Billing and Payment: Section 5 of the Agreement is amended as follows: The Engineer shall submit regular invoices,using Standard Billing Rates(Attachment A), for work performed and shall be paid for completion of the work performed during that period under the terms of this Agreement. Authorization to proceed with work under this Agreement is contingent upon availability of funding as appropriated annually through the approval of the overall Department of Solid Waste Management's Budget. Payment • shall be made by the County within thirty (30) days of receipt of an accurate invoice. If there are questions regarding the invoice for services,payment shall be guaranteed within thirty(30)days of satisfactory resolution of the issues relating to the invoice. Amendment: Section 7 of the Agreement is amended as follows: This Agreement may be amended, expanded, or cancelled by mutual agreement of the County and the Engineer or by written request by County with at least 30 days notice. The County and Engineer may exercise an option to renew the Agreement for an additional two(2)years through December 31,2016. The Agreement is further amended to add the following clauses: Section 10—'Indemnity: The Engineer agrees,to the fullest extent permitted by law,to indemnify and hold harmless the County against all damages,liabilities or costs,including reasonable attorneys'fees, to the extent they were caused by the Engineer's negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Engineer is legally liable except to the extent same are caused by the negligence or misconduct of the County. 2 6 the other in any the County nor the Engineer shall be obligated to indemnify party y tY g fy manner whatsoever for the other party's own negligence or for the negligence of others. Section 11 Waiver: The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Engineer with any of the provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. Section 12—Limitation and Assignment: The County and Engineer each bind themselves, their successors, assign and legal representatives to the terms of this Agreement.Neither the County nor Engineer shall assign or • transfer its interest in this Agreement without the written consent of the other. Section 13—Governing Law: This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North.Carolina. Section 14—Dispute Resolution: Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or performance or non—performance of this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. Section 15—Entire Agreement: This Agreement together with the attachments and Addendum represents the entire and integrated agreement between the County and Engineer, and supersedes all prior negotiations, representations or agreements written or oral. Modifications may be evidenced by a facsimile signature. Section 16—Severability: If any provisions of this Agreement are held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the parties. Section 17—Ownership of Work Product: All documents prepared or furnished by Engineer are instruments of service, and Engineer retains an ownership and property interest(including the copyright and the right of reuse) in such documents, whether or not the Task is completed. Owner shall have a limited license to use the documents on the Task, extensions of the Task, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the documents and subject to the following limitations: a) Owner acknowledges that such documents are not intended or represented to be suitable for use on the Task unless completed by Engineer, or for use or reuse by Owner or others w' on extensions of the project, on any other project, or for any other use or purpose,without written verification or adaptation by Engineer; 3 ' h 7 b) any such use or reuse, or any modification of the documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended,will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers,directors,members,partners,agents, employees,and consultants; c) Owner shall indemnify and hold harmless Engineer and its officers, directors, . members, partners, agents, employees, and consultants from all claims, damages, losses, and expenses,including attorneys' fees,arising out of or resulting from any use,reuse,or modification of the documents without written verification, completion, or adaptation by Engineer, only to the maximum extent permitted by applicable law.No section of the Agreement is intended to create a waiver of Owner's rights or privileges as a sovereign entity. Section 18—Full Force and Effect: The Parties confirm the Agreement as amended by this Addendum and acknowledge and agree that,except as amended by this Addendum,the Agreement is binding and is and remains in full force and effect. is IN TESTIMONY WHEREOF,the parties have hereunto set their hands and seals the day and year first above written. COUNTY; ATTEST: BY: • Bernadette Pelissier, Chair Donna S.Baker, Clerk to the Board Orange County Board of Commissioners ENGINEER: WITNESS: ake 8i�,9, l Signature th /114 W o c .� 'P 1 A nwii "1f Printed Name and Title Printed Name and Title This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Finance Director Approved as to technical content. 4 • 8 Gayle Wilson,Depa ent Director Approved as to •rm and legal sufficiency. Q ri�e of the County Attorney • • ' F 5 9 STATE OF NORTH CAROLINA ORANGE COUNTY • I, • ,a Notary Public for said County and State,do hereby certify that Donna S.Baker personally appeared before me this date and acknowledged that she is the Clerk to the Board of Commissioners of Orange County,and that by authority duly given and as the act of Orange County,the foregoing instrument was signed in its name by Bernadette Pelissier, Chair,sealed with its official seal,and attested by herself as its Clerk. WITNESS my hand and official seal,this the day of • 2011. • - Notary Public • My Commission expires: • • • • 6 10 Draper Aden.n.Associates sii<7 . xgineering 0 Surveying • Environmental Services Br.Aexsmm6,VA C'FfAFLOTmF_sv LS,VA HANWTON'LOA1 VA. itresMOND,VA • : .2010 Reimbursable Rate Schedule • Item Billing 8"x 11" Color Copies $0.89/Page 8"x 11"Black&White Copies $0.08/Page Blueprints Cost+ 15% Bond Plot Black&White Cost+ 15% Bond Plot Color Cost+ 15% Vellum Plot Cost+ 15% Mylar Cost+ 15% • Mileage $0.58/Mile Per Diem $50.00/Day _ Motel Cost+ 15% Food Cost+ 15% Equipment In-House Rental Cost Express Mail&Courier Services Cost+ 15% Project Supplies Cost+ 15% Sub-Consuitants' Cost+ 15% rn effect ilirough December 31,2010 • Blacksburg,VA (540)552-0444 Charlottesville,VA(434)295-0700 • Ham ton Roads VA(757)599-9800 Draper Aden Richmond,VA(804)264-2228 Associates • • . r 11 Draper Aden Associates - -4,-. 41102:rz=rrng • Surveying • .E'rrdrrrrtrnentc+l5erslee.r •2010 Hourly Bill.Rate Schedule• . Senior Principal $250 Senior Survey Project Manager $135 Principal $175 Senior Technical Survey Project Manager $135 • Technical Principal $175 Survey Project Manager $120 Technical Survey Project Manager $120 Senior Program Manager .$160 Survey Project Task Manager $105 ' -Senior Technical Program Manager $160 Senior Project Surveyor $105 Program Manager $145 Project Surveyor $90 Technical Program Manager $145 S,U,E. Project Manager $100 S.U.E.Technical Project Manager $100 Senior Project Manager $135 S.U.E.Technician $85 Senior Technical Project Manager $135 Senior Survey Technician $75 Project Manager $120 Survey Technician $70 Technical Project Manager 7 g $120 Survey Crew Leader $71 Project Task Manager $105 Crew Member $46 Staff Crew Member $40 Senior Project Engineer $110 Project Engineer $95 Senior Construction Manager $105 Staff Engineer $85 Construction Manager $90 Engineer $75 Field Engineer/Project Representative $65 Laboratory Manager $90 Senior Structural Engineer $140 Structural Engineer $95 GIS.Adminlstrator $95 GIS Technician $75 rr Senior Project Geologist $105 • , Project Geologist $95 Senior Technician $70 Staff Geologist $85 Project Technician $60 Staff Technician $50 Senior Environmental Scientist $90 Technician $40 - Environmental Scientist $75 - Staff Environmental Scientist $70 Senior Community Resource Specialist $100 Community Resource Specialist $90 Senior Landscape Architect $105 Community Resource Assistant $60 Landscape Architect $95 Senior Project Administrator $90 Landscape Designer $75 Project Administrator • $80 Staff Project Administrator $70 Senior Project Designer $100 1 Project Designer • $95 Senior Administrative Assistant $75. • Administrative Assistant $65 1 Senior CAD Designer $90 Clerical $55 CAD Designer $80 In effect through December 31,2010 Blacksburg 540.552,0444 Charlottesville 434.295,0700 Hampton Roads 757,599,9800 Richmond 804.264,2228 so I:,,Fe_j-'i l,s..-4.,,rr. ;rl:,..i,i'v F - 12 DocuSign Envelope ID:5390EF36-4AA€-4577-8652-50030B3AF28E NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT("Amendment")is made and entered into this 315`day of December,2014 by and between ORANGE COUNTY (hereinafter referred to as "County") and DRAPER ADEN ASSOCIATES, INC. (hereinafter referred to as"Engineer"). WITNESSETH: THAT WHEREAS, the County and Engineer entered into a contract dated December 3, 2007, for the provision of professional services to the County, which was amended by addendum on January 20, 2011 (hereinafter the "Original Agreement");and WHEREAS, the County and Engineer desire to extend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE,for and in consideration for the mutual covenants and agreements made in the Original Agreement and herein,the parties agree to amend the Original Agreement as follows: 1. The Term of the Original Agreement is hereby extended through December 31,2016. 2. Except for the changes made herein,the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. IN TESTIMONY WHEREOF,this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY ENGINEER ;o r^—^DocuSigned by: c /IP i i t, (,.wtt ss Chair Printed name/title 9913450 irkgn t.aw1 ess Approved as to technical content j.„ caet.DocuSigned by: atuitt, �immot& nant4Iirector This instrument has been pm-audited in the manner required by the Local Government Budget and Fiscal Control Act ocuSigned by: 1 C.,2rren.te. JJ l ien, i? thief Financial Officer r, Approved as to form and legal sufficiency: ,—DocuSigned by: . MO& tat't ntS 'afft683099 &unty Attorney Rev.3/07 t I. h . 13 E1ocuSin Envelope ID:gm 34AA,-7g5gmmmQ7 . ( Office of the Clerk to the Board Date: ( � [ � } ( ( � � ( ( . . ( � ( � � ( . [ ( , 14 DocuSign Envelope ID:5390EF36-4M1-4377-8652-50D30B3AF28E DRAPADE-01 JWESTERDALE AC e DATE(MMIDDIYYYY) i 16......---- CERTIFICATE OF LIABILITY INSURANCE 1211212014 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 pollcy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ames&Gough IIUcNNo,Ext1:(703)827-2277 I{AIC,No):(703)827-2279 8300 Greensboro Drive EMAIL Suite 980 ADDRESS: McLean,VA 22102 INSURERS}AFFORDING COVERAGE NAIL II INSURERA:Continental Casualty Company(CNA)A(XV) 20443 INSURED INSURER B: ,'K 1 Draper Aden Associates,Inc. INSURER C: 2206 South Main Street INSURER 0: Blacksburg,VA 24060 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE AWL SUER POLICY EFF POLICY EXP LIMITS LTR INGO WVD POLICY NUMBER (MMIDDIYYYYI (MMIDDIYYYY)COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED I'.=. CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&AOV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JEC LOC PRODUCTS-COMP/OP AGE $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ t AUTOS _AUTOS — I HIRED AUTOS AUIOSWNEO Derr accident DAMAGE $ I.-: $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ — EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ WORKERS COMPENSATION I PER Y OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER 1,. ANY OFFICER/MEMBER EXCLUDED?PROPRIETOFJPARTNER/EXECUTIVE XCLUDEDXECUTIVE ( 1 N i A E.L.EACH ACCIDENT $ ■ (Mandatory in NH) I E.L.DISEASE-EA EMPLOYEE $ If yes,describe Under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. AEH288351149 05/1412014 05/14/2015 Per ClaimlAggregate 5,000,000 A Deductible AEH288351149 05/1412014 05/14/2015 Limit 125,000 f DESCRIPTION OF OPERATIONS/LOCATIONS(VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) i CERTIFICATE HOLDER CANCELLATION I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County North Carolina THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 1207 Eubanks Road . P.O.Box 17177 Chapel Hill,NC 27516 AUTHORIZED REPRESENTATIVE O i ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD • 15 Attachment 2 NORTH CAROLINA ORANGE COUNTY CONTRACT AMENDMENT #3 THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this 31st day of December 2016 by and between ORANGE COUNTY (hereinafter referred to as "County") and Draper Aden Associates, (hereinafter referred to as"Provider"). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated December 3 , 2007 amended by addendum January 20, 2011 and again on December 31 , 2014 for the provision of professional services to the County(hereinafter the "Agreement"); and WHEREAS, the County and Provider desire to extend the Agreement while keeping in effect all terms and conditions of the Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration for the mutual covenants and agreements made in the Original Agreement and herein, the parties agree to amend the Original Agreement as follows: 1 . The Term of the Agreement is hereby extended through March 1, 2017. 2. Subsection 13 Governing Law be replaced with the following: "Subsection 13— Governing Law: This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws,policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of 16 Attachment 2 Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58." 3. Except for the changes made herein, the Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY: PROVIDER: Chair Mike Lawless Title