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HomeMy WebLinkAboutAgenda - 06-20-2023; 8-j - Approval of Contracts with Capital Area Workforce Development (CAWD) for Workforce Innovation & Opportunity Act (WIOA) Program Services 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 20, 2023 Action Agenda Item No. 8-j SUBJECT: Approval of Contracts with Capital Area Workforce Development (CAWD) for Workforce Innovation & Opportunity Act (WIOA) Program Services DEPARTMENT: Social Services ATTACHMENT(S): INFORMATION CONTACT: Adult and Dislocated Worker Services Nancy Coston, 919-245-2802 Contract Sharron Hinton, 919-245-2840 Youth Services Contract PURPOSE: To approve a contract with the Capital Area Workforce Development (CAWD)for the implementation of Workforce Innovation & Opportunity Act (WIOA) employment and training program services for youth and adults in Orange County. BACKGROUND: At the June 7, 2022 Board Business meeting, representatives from the NC Department of Commerce provided a presentation regarding the realignment of regional workforce development boards, options for Orange County for future alignment, and the approval process for proposed realignments. At the June 21, 2022 Business meeting, the Board approved a resolution and authorized staff to pursue realignment efforts with CAWD. In March 2023, staff received an award letter indicating that Orange County Social Services (DSS) is approved for Adult and Dislocated Worker funds in a first-year contract for the period July 1, 2023 through June 30, 2024. CAWD reserves the right to renew contracts on an annual basis for up to three additional years (through June 30, 2027). Typically, CAWD allows providers to contract for the provision of either adult or youth services. However, as Orange County DSS has served as the provider for both programs since 2017, staff received an award letter to continue implementation of these services as well. It was noted that: "The Division of Workforce Solutions, WIOA State Administrator, and Wake County Government Procurement Management are allowing CAWD to provide this award outside of the RFP process to ensure continued services to Orange County youth until a new RFP is released and a provider is selected thru a competitive process in December 2023." Therefore, DSS is also approved to implement the WIOA youth program from July 1, 2023 through June 30, 2024 as well. 2 Although the exact award amounts are contingent upon the final State allocations, the budgeted amounts are based on this year's actuals (minus On-the-Job Training costs for Adult/Dislocated Workers — which are administered separately by CAWD) and are as follows: • Youth $184,353.79 • Adult $108,732.38 • Dislocated Worker $ 69,889.36 FINANCIAL IMPACT: These grant dollars for Adult & Dislocated Workers and Youth will allow continuation of WIOA employment and training programs. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to this item: • 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. ENVIRONMENTAL IMPACT: There is no Orange County Environmental Responsibility Goal impact associated with this item. RECOMMENDATION(S): The Manager recommends that the Board approve and authorize signature of the contracts, contingent upon final review and approval by the County Attorney. 3 Contract Number: EC00000000010049 (Please reference this number on your invoices for payment) CAWD-WOIA Department: 58-Capital Area Workforce Development Vendor: VC0000003108 - COUNTY OF ORANGE Description of Services: Orange County DSS will serve as the service provider of the NCWorks Career Center of Orange County.The Orange County NCWorks Career Center remains committed to assisting the community and providing access to employment and training services that results in a trained workforce with a competitive employment base. The Center is a comprehensive site that works closely with community partner agencies throughout Orange County as well as surrounding counties to strengthen the workforce. Orange County DSS will ensure seamless and streamlined services for customers by utilizing and training all partners on the Integrated Service Delivery(ISD) model.All participants will be attached to a Career Advisor who will serve as a guide to ensure services are in place to help each participant achieve his/her/their goals. BOC Date Approved: Contract Start Date: 7/1/2023 Contract End Date: 6/30/2024 Max Amount Payable: $178,621.74 Funding Source(s): X Federal State County Grants Other None CFDA#17.257, 17.258 BFY Acct Template Object Description Amount 9999 58W281 4252 To provide WIOA Adult and DW services in Orange $108,732.38 county 9999 58W282 4252 To provide WIOA DW services in Orange County $69,889.36 Competition: RFP#: 23-004 Next Competition: 2027 Year Last Competed: 2023 Person Responsible for Monitoring the Contract Performance Requirements: Thomas Pulickal 4 COST REIMBURSEMENT CONTRACT FOR ONE-STOP OPERATOR AND ADULT/DW SERVICES UNDER TITLE I OF THE WORKFORCE INNOVATION AND OPPORTUNITY ACT This Contract is entered into as of the 1 st day of July 2023, by and between Wake County grant recipient for Capital Area Workforce Development Consortium under the Workforce Innovation and Opportunity Act, hereinafter referred to as "Capital Area", and Orange County, hereinafter referred to as the "Service Provider". Capital Area agrees to pay the Service Provider from Program Year 2023 Title I Workforce Innovation and Opportunity Act (WIOA) funds granted by the North Carolina Division of Workforce Solutions for allowable costs incurred by the Service Provider for One-Stop Operator and Adult/DW services in Wake, Johnston, Chatham, Lee, and Orange Counties. The Service Provider agrees to make available and provide WIOA Career and Training Services for adults and dislocated workers in accordance with the Workforce Innovation and Opportunity Act, Public Law113-128, the Capital Area Workforce Innovation and Opportunity Act Four-Year Strategic Plan and the State Integrated Service Delivery Model Framework, all as have been or may be later revised. This contract and payment of funds hereunder is subject to the availability of funds under the grant specified above and to approval of the grant funds by the Wake County Board of Commissioners. In the event that Capital Area does not receive Title I WIOA funds granted by the North Carolina Division of Workforce Solutions for all or part of any program year, and/or in the event that the Wake County Board of Commissioners does not approve grant funding for all or part of any program year; then and in that event, Capital Area may terminate, or reduce the amount in, this Contract immediately without penalty or further obligation hereunder by delivering notice in writing to the Service Provider, such notice effective immediately. 1. Time. The services of the Service Provider are to commence on or about July 1, 2023 and shall be completed by June 30, 2024. 2. Services to be Performed. The Service Provider agrees to provide services as outlined below and as detailed in the Statement of Work incorporated into this contract as Attachment A The delivery of on-going NCWorks services including, but not limited to, oversight of day-to-day operations of the NCWorks Career Centers in Wake, Johnston, Chatham, Lee, and Orange Counties, coordination of the function areas: Talent Engagement, Talent Development and Talent Employment Solutions. The Workforce Innovation and Opportunity Act authorizes career and training services for adults and dislocated workers. Funds provided under this agreement shall be used to contribute to the provision of career and training services through the Capital Area NCWorks Career Centers. The NCWorks System is based on a seamless approach to service delivery, providing access to services under a wide array of employment, training, and education opportunities. The NCWorks System offers a wide range of services from self-service to limited staff 2 5 assistance to multiple workforce development programs to meet the needs of a variety of customers —job seekers and local businesses. Employment and training services for individuals and employers shall be universally accessible through the NCWorks System. Employment and training activities for Adult and Dislocated Workers services described in WIOA Section 134 (c)(1) must be made available through the Capital Area NCWorks Career Center System. Individuals who have met the federal and local eligibility requirements for Career Services and who are unable to obtain or retain employment through Career Services may be eligible for Training Services. The Service Provider staff shall identify, based on assessment and evaluation, adults and dislocated workers who are in need of specific occupational skills training, retraining, or skills upgrade and who possess the requisite skills and abilities to successfully complete training. Selected skill training must be consistent with Capital Area labor market"in demand" occupations. Individual Training Accounts (ITAs) shall be authorized for eligible adults and dislocated workers to cover the costs of tuition, textbooks, fees and supplies, or the amount of the above, not paid by other grants or financial resources. The Service Provider shall coordinate funds for payment of training costs for a participant with NCWorks Career Center System partners and other entities. If WIOA funds are used to pay training costs for a participant, and the participant is subsequently awarded a Pell Grant, WIOA funds paid for tuition must be reimbursed by the training provider. 3. Management Information System and Accountability. Accountability is an essential aspect of the administration of the Workforce Innovation and Opportunity Act. WIOA services and outcomes must be tracked and state and federal reporting requirements must be met. The North Carolina Division of Workforce Solutions has implemented an automated Management Information System through Geographic Solutions called Virtual One—Stop (VOS) to provide for the storage and maintenance of data that is necessary to comply with state and federal requirements. The Division of Workforce Solutions uses information in this system to determine each Local Area's outcomes on the WIOA Primary Indicators of Performance. An individual participant record is created in VOS for each adult and dislocated worker served under WIOA. The Service Provider shall use the VOS system to track all WIOA participants from initial contact through intake/application, eligibility, certification, registration/enrollment into WIOA activities, case management, exit from WIOA, and post-exit follow-up services. Information entered into VOS by the Service Provider must be accurate, complete, and current in order to ensure that all customer outcomes are recorded and counted towards the Primary Indicators of Performance. Delinquent keying, erroneous data, incomplete activity data, and outcomes not properly recorded will affect the Service Provider's attainment 3 6 of adult and dislocated worker Primary Indicators of Performance. The Service Provider shall ensure that all information/data in VOS is accurate, complete and current. 4. Certification of Eligibility and Participant Records. The Service Provider shall ensure that persons registered/enrolled for WIOA Services under this agreement meet the eligibility requirements for WIOA Title I funds. The Service Provider shall ensure that Career and Training services are provided only to WIOA-eligible adults and dislocated workers. Required forms will be provided by Capital Area for use in the application, eligibility verification and enrollment process. Training and technical assistance will be provided by Capital Area on proper use of the VOS automated client intake, tracking, case management, and reporting system for WIOA. The Service Provider will obtain required eligibility documentation and other information or forms needed to set up and complete participant records, and will follow Capital Area WIOA Participant Record Keeping policies and procedures in order to ensure compliance with WIOA data validation requirements. 5. Service Provider Staff Training and Development. The Service Provider shall ensure that all WIOA- funded staff and any other employees directly or indirectly involved in the delivery of WIOA services under this contract shall have periodic access to training and professional development necessary to perform their duties effectively. This applies to both regular and temporary WIOA employees, and to experienced, as well as, newly hired staff. The Service Provider shall ensure that all new WIOA employees receive in-service training, close supervision, and oversight needed in order to ensure the quality of their work with WIOA customers, compliance with federal regulations, and adherence to Capital Area guidelines and policies. Such training may include opportunities to attend classes or workshops provided locally and/or regionally by the North Carolina NCWorks Training Center or the North Carolina Division of Workforce Solutions; state, regional or national workforce development conferences; and training or technical assistance sessions conducted by Capital Area staff. Capital Area shall conduct training sessions throughout the year for the Service Provider. Attendance at the Capital Area training sessions is expected by all NCWorks Career Center staff, as appropriate, unless otherwise indicated. The Service Provider shall be responsible for ensuring that staff who are unable to attend a Capital Area training session receive copies of all information and materials distributed at the session and are thoroughly informed of, and/or trained on the topics covered by Capital Area during each session. 6. Program Requirements: • Service Provider must adhere to all Capital Area policies, procedures and guidelines. • Service Providers are required to utilize Capital Area approved Career Assessment Tools. • All marketing materials must be approved by Capital Area prior to use and distribution and must include the following language; 4 7 o A Capital Area Workforce Development Board funded Initiative o Equal Opportunity Employer/Program Auxiliary aids and services available upon request to persons with disabilities • The Service Providers must include the common one-stop identifier"A proud partner of the American Job Center Network" on all products, programs, activities, services, and related property and materials used in the one-stop system. • Service Providers must adhere to and meet WIOA Primary Indicators of Performance and additional Capital Area Performance Measures. • Service Providers must adhere to Capital Area's NCWorks Career Center Integrated Service Delivery Model. The Service Provider must encourage partners to locate to the NCWorks Career Center and at a minimum ensure services are being provided in the NCWorks Career Center. 7. Communication Between Capital Area and the Service Provider. It is the intent of Capital Area to communicate on a regular and on-going basis with the Service Provider staff in order to promote high quality services for customers and to ensure accountability to Capital Area for contract compliance and achievement of WIOA Primary Indicators of Performance and Capital Area Performance Measures for Adults and Dislocated Workers. During the contract term, Capital Area shall use various means to communicate with Service Provider staff for the purposes of information exchange, transmitting new and/or revised procedures, policies, guidelines, etc., and for purposes of requesting programmatic and fiscal information, data, reports, and/or corrective actions as needed from the Service Provider. Capital Area shall notify the Service Provider contract signatory by written letter or memorandum, if and when, Capital Area staff efforts to communicate by other means, including, but not limited to, in person conversations, telephone conversations, e-mail, and scheduled meetings with Provider staff, do not result in a satisfactory or acceptable response from the Service Provider. A copy of the written notice of the Service Provider's "Failure to Respond" will be placed in the Service Provider's contract file maintained by Capital Area. 8. Compensation. Capital Area will pay the Service Provider from Title I Workforce Innovation and Opportunity Act Grant funds for services described above and in Attachment B. Funds awarded under this agreement are available after July 1, 2023, subject to the payment procedures herein. Compensation may be withheld or delayed in the event of failure to timely comply with the payment procedures set forth herein. Allowable costs shall include only those items specified in Attachment B, Service Provider Budget. Payment will not exceed the sum of One Hundred Seventy Eight Thousand Six Hundred Twenty-One Dollars and Seventy-Four Cents ($178,621.74) per twelve-month period, with no minimum amount due. Any unexpended or surplus funds shall be returned by the Service Provider to Capital Area within 15 days 5 8 of the termination date of this Contract. The payment procedure under this Contract shall be in accordance with the following: a. Capital Area may provide, subject to approval by Capital Area of the Service Provider's written justification for an advance, an initial advance to the Service Provider for the first contract month. Funds dispersed pursuant to an initial advance and subsequent monthly payments will be made from Grant funds upon receipt of and in the amount stated by a Monthly Financial Report and Request for Funds. The advance will be for costs and expenditures to be incurred in the month following the week in which the request is made. The advance will be paid in an expeditious manner to ensure continuity in the payment of obligations by the Service Provider. The request will reflect estimated costs and expenses by the same budget line items as contained in Attachment B. The monthly request will provide a schedule for the payment of advances based on the Service Provider's projected operating needs. b. Upon arrival of said request, the authorized office of Capital Area will review the request for reasonableness. Upon approval, the request will be forwarded to the Wake County Finance Department for advancing the approved amount by check to the Service Provider in a manner identifying the purpose for which the funds are advanced. c. The Service Provider will furnish Capital Area a Monthly Financial Report by the 15th working day of each month reflecting the expenditure of WIOA funds for the preceding month. The Service Provider will submit a monthly estimate to Capital Area for requested funds for allowable costs. 9. Accounting. In order to assure that the funds provided under this Contract are used in accordance with its provisions, the Service Provider shall: a. Use such normally accepted fiscal, audit, and accounting procedures as may be necessary to assure proper accounting for payments received and proper disbursement of such payments; and b. Provide Capital Area and authorized representatives of the US Department of Labor, the North Carolina Division of Workforce Solutions, the Capital Area Workforce Development Board, Wake County, and/or their designated representatives, access to the right to examine any books, documents, papers, records, property or equipment pertaining to funds provided or activities undertaken under the provisions of this Contract. Such examinations should provide reasonable notice and receive confirmation of notice prior to the actual visit. c. The Service Provider agrees to maintain, as a minimum, the accounting records listed in Attachment C or their equivalent, as applicable. 10. Retention of Records. All records pertinent to this Contract, including financial, statistical, property, participant, applicant, and supporting documentation, shall be retained for a period of three (3)years from date of final payment of this Contract or until all audits are complete and findings on all claims have been 6 9 finally resolved. If the Service Provider is not able to retain the necessary WIOA participant and financial records, written notification will be provided to Capital Area containing the reasons therefore. Such records shall then be transmitted to Capital Area for acceptance in an orderly fashion with documents properly labeled and filed and in an acceptable condition for storage. 11. Disallowed Costs. The Service Provider agrees to refund to Capital Area any/all expenditures under this Contract which are disallowed in future audits. All funding paybacks must be made using non-federal dollars. This provision survives the Term of the Agreement. 12. Termination of Agreement for Cause. a. If, for any cause, the Service Provider shall fail to fulfill in a timely and proper manner his obligations under this Contract, or if the Service Provider shall violate any of the covenants, or provisions of this Contract, Capital Area shall thereupon have the right to terminate this Contract by giving written notice to the Service Provider of such termination and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. In such event, the Service Provider shall be entitled to receive just and equitable reimbursement for costs properly incurred prior to termination, subject to submission of any performance reports. b. If, for any cause, Capital Area shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if Capital Area shall violate any of the covenants, or provisions of this Contract, the Service Provider shall thereupon have the right to terminate this Contract by giving written notice to Capital Area of such termination and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. In such event, the Service Provider shall be entitled to receive just and equitable reimbursement for costs properly incurred prior to termination, subject to submission of any performance reports. c. Notwithstanding the above, and unless otherwise specified herein, the Service Provider shall not be relieved of liability to Capital Area or damages sustained by Capital Area by virtue of any breach of the Contract by the Service Provider, and Capital Area may withhold any payments to the Service Provider for the purpose of setoff until such time as the exact amount of damages due Capital Area from the Service Provider is determined. Additionally, Capital Area shall not be relieved of liability to the Service Provider for damages due the Service Provider. 13. Termination for Convenience. a. The performance of work under the Contract may be terminated, in whole, or in part, by Capital Area whenever it is determined that such termination or suspension is in the best interest of Capital Area. Termination of work hereunder shall be effected by delivery to the Service Provider of a Notice of Termination specifying the extent to which performance of work under the Contract is terminated and 10 the date upon which such termination becomes effective. In no instance shall a termination for convenience be effective in less than ninety (90) days after receipt of notice thereof. b. After receipt of the Notice of Termination, the Service Provider shall cancel outstanding commitments covering the procurement or rental of materials, supplies, equipment, and miscellaneous items. In addition, the Service Provider shall exercise all reasonable diligence to accomplish the cancellation or diversion of outstanding commitments covering personal services that extend beyond the date of such termination to the extent that they relate to the performance of any work terminated by the notice. With respect to such canceled commitments, the Service Provider agrees to: i. Settle all outstanding liabilities and all claims arising out of such cancellation of commitments; or ratify all such settlements; and ii. If requested by Capital Area, to Assign to Capital Area in the matter, at the time and to the extent directed by Capital Area, all of the rights, title, and interest of the Service Provider under the orders and subcontracts so terminated. Nothing herein shall be construed to make Capital area responsible for the settlement or payment of any claims or amounts owed by the Service Provider. c. The parties may terminate this Contract, in whole or in part, if both parties agree in writing to all termination conditions. 14. Termination for Breach. If the Service Provider fails to perform under this Contract or fails to make satisfactory progress so as to endanger overall performance, Capital Area will advise the Service Provider in writing and the Service Provider has ten (10) days from receipt of such notice to correct the condition to Capital Area's satisfaction. If the condition is not corrected within the ten (10) day period, the Service Provider may be determined to be in breach. The Contract may then be terminated by Capital Area through written Notice of Default. The General Provisions in subparagraph (b) of Section 11, above,will then apply. 15. Modifications. Capital Area may prepare modifications in the scope of services to be performed hereunder by the Service Provider. Such modifications, including any increase or decrease in the maximum amount of compensation, shall be set forth in writing, executed by an authorized representative of both parties, and incorporated into this Contract. Both parties agree to make any modifications required by changes in state or federal or grant requirements effective during the term of this contract. 16. Relationship of Parties. Capital Area and the Service Provider acknowledge and concur that the Service Provider is an independent contractor. Capital Area and the Service Provider acknowledge and concur that it is the Service Provider's responsibility to deliver services to WIOA customers as specified herein. The Service Provider has the specific duty and responsibility for supervision of any employees of the Service Provider. Capital Area and the Service Provider acknowledge and agree that individuals employed in this project activity are employees of the Service Provider and are therefore subject to the rules, regulations, and supervision of the Service Provider. The Service Provider further agrees that the Service Provider is fully 8 11 responsible for the payment of any and all taxes arising from the payment of monies under this Agreement. Wake County and/or Capital Area shall not be liable to the Service Provider for any expenses paid or incurred by the Service Provider unless otherwise agreed in writing. The Service Provider shall supply, at his sole expense, all equipment, tools, materials, and supplies required to provide the contracted services unless otherwise agreed in writing. The Service Provider shall comply with all federal, state and local laws regarding business permits, certificates and licenses that may be required to carry out the services to be performed under this Agreement. The Service Provider shall ensure that all personnel engaged in work under this Agreement shall be fully qualified and shall be authorized under state and local law to perform the services under this contract. 17. Standards of Conduct. The Service Provider hereby agrees that in implementing this Contract, it will comply with the standards of conduct, hereinafter specified, for maintaining the integrity of the project and avoiding any conflict of interest in its implementation. a. General Assurance - Every reasonable course of action will be taken by the Service Provider in order to maintain the integrity of this expenditure of public funds and to avoid any favoritism or questionable or improper conduct. This Contract will be implemented in an impartial manner, free from personal, financial, or political gain. The Service Provider, its executive staff and employees, in implementing this Contract, will avoid situations that give rise to a suggestion that any decision was influenced by prejudice, bias, special interest, or personal gain. b. Conducting Business Involving Relatives. With respect to the duties to be performed under this contract, no relative by blood, adoption, or marriage (for the purpose of this Contract, "relative by blood, adoption, or marriage" shall include: wife, husband, son, daughter, mother, father, brother, brother-in- law, sister, sister-in-law, aunt, uncle, niece, nephew, stepparent, and stepchild) of any executive or employee of the Service Provider shall receive favorable treatment for enrollment into services provided by, employment with, or agreement with, the Service Provider. The Service Provider shall also avoid entering into any agreements for services with a relative by blood, adoption, or marriage. When it is in the public interest for the Service Provider to conduct business (only for the purpose of services to be provided) with a relative, the Service Provider shall obtain written approval from Capital Area before entering into an agreement. All correspondence shall be kept on file and available for monitoring and audit reviews. c. Avoidance of Conflict of Economic Interest. An executive, officer, agent, representative, or employee of the Service Provider will not solicit or accept money or any other consideration from a third person or entity for the performance of an act reimbursed in whole or in part by Capital Area. Supplies, materials, equipment, or services purchased with Contract funds will be used solely for purposes allowed under the Contract. 9 12 18. Severabiflty; Discretion of Administering Entity; Headings; Counterparts. a. In the event that any provision of this Contract shall be considered unenforceable, void, contrary to public policy, or unlawful, it shall be considered severable and shall not affect the remainder of the Contract. b. Capital Area shall have the power and discretion to enforce any provision of this Contract and to select from among its remedies under this Contract or at law. The failure of Capital Area and/or the Service Provider to enforce a provision shall not constitute waiver of the provision or of the Contract. c. The headings used herein are for the convenience of the parties and shall have no substantive effect on the Contract. d. This Contract may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same instrument. e. This Contract is the entire agreement between the parties and replaces any and all previous agreements, whether written or oral, entered into by and between the parties with respect to the subject matter of this Contract. 19. Assignment. a. The Service Provider shall not assign this Contract, or any part thereof, without the written consent of Capital Area. In the event that an Assignment is permitted, the Service Provider shall nonetheless remain primarily liable for the obligations under this Contract. b. The Service Provider shall not subcontract this Contract or any part thereof without prior written approval by Capital Area. c. In the event the Service Provider violates approval requirements set forth herein by assigning or subcontracting without the consent of Capital Area, such violation shall constitute grounds for termination of the contract. Any such action in violation of Provision 18 a or b shall not be binding on Capital Area. 20. Property., The Service Provider will not purchase non-expendable property, that is, property with a useful life of more than one year and a unit price of$1,000 or more, with funds provided under this Contract without prior written approval of Capital Area. All property, when purchased with funds under this Contract, will become the sole property of Capital Area. Capital Area may transfer or relocate non- expendable property hereunder at its discretion, subject to state and federal law. The Service Provider may not transfer, relocate or alter the use of any property hereunder without the prior written authorization of Capital Area. 21. Program Income. The Service Provider will report to Capital Area any profits earned or income generated from funds provided under this agreement. Program income may include interest earned on advances from Capital Area. 10 13 22. Acknowledgment of Funding Source. The Service Provider shall identify and acknowledge Capital Area Workforce Development Board as the funding source in all oral presentations, written documents, press releases, and/or printed materials created for public information, marketing, recruitment, etc. of WIOA services and activities resulting from this agreement. Said acknowledgment shall use the following wording at minimum, "Funding provided by Capital Area Workforce Development Board." The Service Provider shall obtain the approval of Capital Area before releasing or using printed or electronic materials including the name Capital Area Workforce Development Board, NCWorks and/or the Wake County logo. 23. Audits, Inspections and Compliance Monitoring. At any time during normal business hours and as often as Capital Area, the NC Division of Workforce Solutions, the US Department of Labor, Wake County or their designated representatives may deem necessary, the Service Provider shall make available to Capital Area for examination, all of its records with respect to all matters covered by this agreement. Capital Area, the NC Division of Workforce Solutions, the US Department of Labor, Wake County and/or their designated representatives shall have the authority to audit, examine and make excerpts or transcripts from records, including all invoices, materials, payrolls, non-confidential employee records, conditions of employment, and/or other data relating to all matters covered by this agreement. a. In order to review Service Provider performance related to compliance with the terms and conditions of the Contract, provision of services, and progress toward attainment of project outcomes, Capital Area will conduct on-site monitoring during the contract period. On-site monitoring by Capital Area shall occur at least once per year and will generally include review of the following areas: fiscal, programmatic, center operations, contract compliance and performance, and participant data reporting. Capital Area agrees to provide written summaries of the results of any inspection, audit, monitoring or other process related to Capital Area's monitoring of the Service Provider's performance under this Contract. b. The Service Provider agrees to comply with all applicable Federal, State and local statutes, laws and regulations including, but not limited to, the Workforce Innovation and Opportunity Act, Public Law 113-128, Workforce Innovation and Opportunity Act Final Rule, when finalized, the Common Rule and 29 CFR Parts 93 and 98, Lobbying, Debarment and Suspension regulations. c. The Service Provider agrees that annual audits required under the Uniform Guidance found at 2 CFR, Part 200— Subpart F will be conducted and that a copy of the audit will be forwarded to Capital Area within ten (10) days after the report is received by the Service Provider. d. In the event that such fiscal or a special audit determines that the Service Provider has expended funds which are questioned under the criteria set forth herein, the Service Provider shall be notified and given 11 14 the opportunity to justify questioned expenditures prior to Capital Area's final determination to disallow such costs, in accordance with the procedures established under WIOA. e. If this Agreement is determined under the definitions in the Uniform Guidance found at 2 CFR Part 200 — Subpart A Section 200,93 be a subrecipient agreement, or is modified at any time during the term of the agreement to become a subrecipient agreement, the Service Provider agrees to: i. Provide Wake County with four(4) copies of the appropriate financial statements in the format required by the Uniform Guidance &NCGS 143-6.205 amended. The statement shall be delivered to Wake County within the earlier of 30 days after completion of the statements or nine months after the end of the statement period. ii. Wake County, as the pass through entity, reserves the right to engage its own independent auditor to conduct an audit and the Service Provider agrees to make available accounting records for the purpose of this audit. The purpose of such an audit will be to monitor the subrecipient's compliance with one or more of the following types of compliance requirements; activities allowed or disallowed, allowable costs/cost principles; participant eligibility; matching, level of effort, earmarking, and reporting, and to charge the subrecipient's award for the cost of such limited scope audit. Additional on-site monitoring by County staff for the purpose of ascertaining subrecipient's compliance with various contract and legal requirements may also be completed as needed. iii. If required, a copy of audits and/or statements shall be forwarded by the Service Provider to the Office of the State Auditor at 2 South Salisbury Street, Raleigh, NC 27601, with a statement sent to Wake County that the Service Provider has complied with this requirement. 24. Equal Opportunity and Nondiscrimination. During the performance of this contract, the Contractor agrees as follows: a. The contractor will comply fully with the nondiscrimination and equal opportunity provisions of the Workforce Innovation and Opportunity Act(WIOA); including the Nontraditional Employment for Women Act of 1991; Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Americans with Disabilities Act of 1990; as amended; the Age of Discrimination Act of 1975, as amended; Title IX of the Education Amendments of 1972, as amended; and with all applicable requirements imposed by or pursuant to regulations implementing those laws, including but not limited to 29 CFR Part 38. The United States has the right to seek judicial enforcement of this assurance. b. The contractor will not discriminate against any employee or applicant for employment, or program applicant/participant because of race, color, age, religion, sex, disability, national origin or political affiliation or belief. The contractor will take affirmative action to ensure that applicants are employed/selected and that participants and employees are treated during their period of employment/participation without regard to their race, color, age, religion, sex, disability, national origin, 12 15 political affiliation or belief Such action must include, but not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause. c. The contractor will, in all solicitations or advertisements for employees or participants placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, age, religion, sex, disability, national origin, political affiliation or belief. d. The contractor will permit access to any contract-related books, records and accounts by the contracting agency, the State and the US Secretary of Labor for purposes of investigation to ascertain compliance with applicable rules, regulations and orders. e. In the event of the contractor's non-compliance with the non-discrimination clauses of this contract with any such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further government contracts and such other sanctions may be imposed and remedies invoked as provided by rules, regulations and orders of the Secretary of Labor, or as otherwise provided by law. 25. Insurance. The Service Provider shall obtain, at his sole expense, all insurance required in the following paragraphs and shall not commence work until such insurance is in effect and certification thereof has been received by Wake County's Finance Office. If any required insurance policy expires during the term of this agreement, Provider must provide a certificate of insurance to the Wake County Finance Office as evidence of policy renewal prior to such policy expiration. Provider's signature on this agreement indicates that Provider agrees to the terms of this insurance section and understands that failure to comply may result in cancellation of this agreement at Wake County's option. a) Workers' Compensation Insurance, with limits for Coverage A Statutory- for State of North Carolina and Coverage B - Employers Liability $1,000,000 each accident/disease each employee/disease policy limit. b) Commercial General Liability - with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate, including contractual liability. c) Commercial Automobile Liability - with limits no less than $1,000,000 per occurrence for bodily injury and property damage for any vehicle used during performance of contract services, including coverage for owned, hired, and non-owned vehicles. Evidence of commercial automobile coverage is only necessary if vehicles are used in the provision of services under this Agreement and/or brought on a Wake County site. d) Professional Liability Insurance - applicable to any professional services provided under this Contract with limits of no less than $1,000,000 per claim and $2,000,000 aggregate. 13 16 If any coverage is on a claims-made basis, the Service Provider agrees to maintain a retroactive date prior to or equal to the effective date of this Agreement and to purchase and maintain Supplemental Extended Reporting Period or'tail coverage' with a minimum reporting period of not less than three (3)years if the policy expires or is cancelled or non-renewed. If coverage is replaced, the new policy must include full prior acts coverage or a retroactive date to cover the effective dates of this Agreement. The Service Provider shall provide a Certificate of Insurance annually to Wake County indicating any claims made coverage and respective retroactive date. The duty to provide extended coverage as set forth herein survives the effective dates of this Agreement. All insurance companies must be authorized to do business in North Carolina and have an AM Best rating of"A-NII" or better; or have reasonable equivalent financial strength to the satisfaction of the County's Finance Office. Proof of rating shall be provided to the county upon request. Insurance with limits no less than those specified above shall be evidenced by a Certificate of Insurance issued by a duly authorized representative of the insurer. In the case of self-insurance, a letter of explanation must be provided to and approved by Wake County Risk Management. The Service Provider shall be responsible for providing immediate notice of policy cancellation or non- renewal during the term of this Agreement to the Wake County Finance Office and for three years subsequent for any claims made coverage. If the Service Provider does not meet the insurance requirements specified above, alternate insurance coverage satisfactory to Wake County may be considered. Any requests for consideration of alternate coverage must be presented by Provider PRIOR TO provision of any services associated with this Agreement. In the event that Provider uses subcontractors to perform any of the services under this Agreement, then and in that event, Provider shall contractually require such subcontractor(s) to meet all of the requirements of this section. 26. Federal Government Obligation. It is clearly understood and mutually agreed that the Federal Government is not a party to this Contract and that no legal liability on the part of the Government is inferred or implied under the terms and conditions of this Contract. Any liability, legal action, or disputes as may arise under this Contract are between the parties hereto and will be settled in accordance with the Uniform Commercial Code as adopted by the State of North Carolina or such other manner as provided by State and local law for the settlement of such matters. 27. Indemnification. The Service Provider agrees to defend, indemnify, and hold harmless Wake County and Capital Area, from all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by 14 17 the negligence or misconduct of the Service Provider, or any of Service Provider's agents, employees, volunteers, or contractors, except to the extent same are caused by the negligence or misconduct of Wake County. It is the intent of this section to require the Service Provider to indemnify Wake County or Capital Area to the extent permitted under North Carolina law. Nothing in this provision shall be construed to operate as a waiver of governmental immunity nor to be inconsistent with Wake County's "Resolution Regarding Limited Waiver of Sovereign Immunity" enacted October 6, 2003. 28. E-Verify Requirements. To ensure compliance with the E-Verify requirements of the General Statutes of North Carolina, all contractors, including any subcontractors employed by the contract(s), by submitting a bid, proposal or any other response, or by providing any material, equipment, supplies, services, etc, attest and affirm that they are aware and in full compliance with Article 2 of Chapter 64, (NCGS 64-26(a)) relating to the E-Verify requirements. 29. Iran Divestment. By signing this agreement, Service Provider certifies that as of the date of execution of this Agreement 1) it does not appear on the Final Divestment List created by the North Carolina State Treasurer pursuant to N.C.G.S. 143-6A-4 and published on the State Treasurer's website at www.nctreasurer.com/Iran and 2) it will not utilize any subcontractor that appears on the Final Divestment List in the performance of duties under this Agreement. 30. ANTI DISCRIMINATION In consideration of signing this Agreement, the Parties hereby agree not to discriminate in any manner on the basis of race, natural hair or hairstyles, ethnicity, creed, color, sex, pregnancy, marital or familial status, sexual orientation, gender identity or expression, national origin or ancestry, National Guard or veteran status, religious belief or non-belief, age, or disability with reference to the subject matter of this Contract. The Parties agree to comply with the provisions and intent of Wake County Ordinance SL 2023- 4. This anti-discrimination provision shall be binding on the successors and assigns of the Parties with reference to the subject matter of this Contract. 31. Federal Funds. If the source of funds for this contract is federal funds, the following federal provisions apply pursuant to 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II (as applicable): Equal Employment Opportunity (41 C.F.R. Part 60); Davis-Bacon Act(40 U.S.C. 3141-3148); Copeland "Anti-Kickback"Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards Act(40 U.S.C. 3701- 3708); Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti-Lobbying Amendment(31 U.S.C. 1352); Procurement of Recovered Materials (2 C.F.R. § 200.322); and Record Retention Requirements (2 CFR § 200.324) 32. Option to Extend Term of the Contract. Capital Area may, but is not required, to extend the term of this contract by written notice to the Service Provider subject to Capital Area's review of the Service Provider's 15 18 compliance, level of performance, and outcomes achieved during the initial period of this contract. If Capital Area elects to exercise this option, the Service Provider will be notified 60 days before the contract term ends. The preliminary notice does not commit Capital Area or the Service Provider to an extension. The Service Provider will be required to submit a revised Statement of work and Budget prior to approval of the extension. The total duration of this contract, including the exercise of any options under this section, shall not exceed three years. 33. Attachments Included in Contract. The following attachments are part of this Contract: A. Statement of Work B. Budget C. Listing of Required Accounting Records D. Payment Procedures E. Contract Assurances and Certifications F. Capital Area Program Complaint Procedures In the event of any revision of any of the above attachments, the revision(s) shall become a part of this Contract with approval of both parties to this Contract. (SIGNATURE ON THE FOLLOWING PAGE) 16 19 IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year indicated below. ORANGE COUNTY WAKE COUNTY Travis Myren Pat E. Sturdivant Deputy County Manager Executive Director, Capital Area Workforce Development Consortium Date: Date: Wake County Manager or Designee David Ellis Date: This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Wake County Finance Officer The person(s) responsible for monitoring the contract performance is Thomas Pulickal. Department Head Initials 17 20 Contract Number: EC00000000010050 (Please reference this number on your invoices for payment) CAWD-WOIA Department: 58-Capital Area Workforce Development Vendor: VC0000003108 - COUNTY OF ORANGE Description of Services: Orange County DSS will serve as the service provider of the NCWorks NextGen center of Orange County.The goal of DSS is to provide effective and comprehensive activities to out-of-school and in-school youth seeking assistance in achieving academic and employment success.These activities will include access to the 14 youth program elements. All participants will be attached to a Career Advisor who will serve as a guide through assessment, program enrollment, goal development and WIOA services. BOC Date Approved: Contract Start Date: 7/1/2023 Contract End Date: 6/30/2024 Max Amount Payable: $184,353.79 Funding Source(s): X Federal State County Grants Other None CFDA#17.259 BFY Acct Template Object Description Amount 9999 58W283 4252 To provide WIOA Youth services in Orange County $184,353.79 Competition: RFP#: Next Competition: NOT APPL Year Last Competed: NOT APPL Person Responsible for Monitoring the Contract Performance Requirements: Thomas Pulickal 21 COST REEMBURSEMENT CONTRACT FOR YOUTH SERVICES UNDER TITLE I OF THE WORKFORCE INNOVATION AND OPPORTUNITY ACT This Contract is entered into as of the 1 st day of July 2023, by and between, Wake County, grant recipient for the Capital Area Workforce Development Consortium under the Workforce Innovation and Opportunity Act (WIOA) of 2014, hereinafter referred to as "Capital Area", and Orange County hereinafter referred to as the "Service Provider". Capital Area agrees to pay the Service Provider from Program Year 2023 Title I Workforce Innovation and Opportunity Act(WIOA) funds granted by the North Carolina Division of Workforce Solutions for allowable costs incurred by the Service Provider. The Service Provider agrees to make available and/or provide comprehensive, year round services for both in-school and out-of-school youth in accordance with the Workforce Innovation and Opportunity Act, Public Law 113-128 and the Capital Area Workforce Innovation and Opportunity Act Four-Year Strategic Plan, all as have been or may be later revised. This contract and payment of funds hereunder is subject to the availability of funds under the grant specified above. In the event that Capital Area does not receive Title I WIOA funds granted by the North Carolina Division of Workforce Solutions for all or part of any program year, and/or in the event that the Wake County Board of Commissioners does not approve grant funding for all or part of any program year; then and in that event, Capital Area may terminate, or reduce the amount of, this Contract immediately without penalty or further obligation hereunder by delivering notice in writing to the Service Provider, such notice effective immediately. 1. Time and Performance. The services of the Service Provider are to commence on or about July 1, 2023 and shall be completed by June 30, 2024. 2. Services to be Performed. The Service Provider agrees to provide services as outlined below and as detailed in the Statement of Work incorporated into this contract as Attachment A. WIOA integrates youth development concepts with more traditional workforce development approaches. The Service Provider will focus on enabling Wake and Orange County youth to develop the skills, knowledge and competencies required for today's complex workplace and a broad array of life skills to enhance personal development and growth. Capital Area's year-round youth services are designed around Five Components of Service: • Education • Career Pathways • Leadership Development • Career Experience 2 22 • Partnership Funds provided under this agreement shall be used to implement a comprehensive youth service delivery system, which includes the fourteen required WIOA youth program elements as described in Section 129(c)(2) of the law. The availability, through WIOA funds and collaboration with other resources, of the fourteen (14) required elements must be assured by the Service Provider in order to assess each youth's individual needs and to tailor services to identified needs. Services shall be provided to both in-school and out-of-school youth. Not less than 75% of the WIOA funds must be spent on out-of-school youth. Not less than 25% of WIOA funds must be spent on Work-Based Learning. All youth served shall be ages 14-24 and shall meet the WIOA youth eligibility requirements specified by Capital Area and WIOA Final Regulations. As part of a year round strategy to improve youths' academic achievement and build connections between work and education, the Service Provider shall partner with the public schools, alternative schools, community colleges, and training providers to extend learning opportunities for both in-school and out-of-school youth. In-school-youth who are assessed to be basic skills deficient shall have at least one basic skill goal as part of their individual service strategy. Instruction options that vary from one-on-one tutoring and computer-based remediation to work-based learning opportunities shall be available to all youth. A variety of workforce development activities shall also be provided to help in- school and out-of-school youth identify personal and vocational interests and to begin to work toward long- term employment goals. The Service Provider shall ensure that the following requirements are met for all youth who are served under this agreement: eligibility determination, verification and certification, WIOA enrollment, comprehensive assessment, individual service strategy (ISS), comprehensive case management, information and referrals, appropriate WIOA service elements, including not less than 12 months of follow-up services. 3. Management Information System and Accountability. Accountability is an essential aspect of the administration of the Workforce Innovation and Opportunity Act. WIOA services and outcomes must be tracked, and state and federal reporting requirements must be met. The North Carolina Division of Workforce Solutions has developed an automated Management Information System through Geographic Solutions called Virtual One-Stop (VOS) to provide for the storage and maintenance of data that is necessary to comply with state and federal requirements. The Division of Workforce Solutions uses information in this system to determine each Local Area's outcomes on the federal WIOA Primary Indicators of Performance. An individual participant record is created in VOS for each youth served under WIOA. The Service Provider shall use the VOS system to track all WIOA participants from initial contact through intake/application, eligibility, enrollment into WIOA activities, case management, exit from WIOA, and 3 23 post-exit follow-up services as appropriate. Information entered into VOS by the Service Provider must be accurate, complete, and current in order to ensure that all customer outcomes are properly recorded and counted towards WIOA Primary Indicators of Performance. Delinquent keying, erroneous data, incomplete activity data, and outcomes not properly recorded will affect the Service Provider's attainment of youth performance. The Service Provider shall ensure that all information/data in VOS is accurate, complete, and current. 4. Certification of Eligibility and Participant Records. The Service Provider shall ensure that all youth enrolled in WIOA Services under this agreement meet the eligibility requirements for WIOA Title I Youth Services. The Service Provider shall ensure that WIOA-funded services are provided only to WIOA-eligible youth. Training and technical assistance will be provided by Capital Area for implementation of the VOS automated client intake, tracking, case management, and reporting system for WIOA. The Service Provider will obtain required eligibility documentation and other information or forms needed to set up and complete participant records and will follow Capital Area WIOA Participant Record Keeping policies and procedures in order to ensure compliance with WIOA data validation requirements. 5. Service Provider Staff Training and Development. The Service Provider shall ensure that all WIOA- funded staff and any other employees directly or indirectly involved in the delivery of WIOA services under this contract shall have periodic access to training and professional development necessary to perform their duties effectively. This applies to both regular and temporary WIOA employees and to experienced, as well as newly hired, staff. The Service Provider shall ensure that all new WIOA employees receive in-service training, close supervision, and oversight needed in order to ensure the quality of their work with WIOA customers, compliance with federal regulations, and adherence to Capital Area guidelines and policies. Such training may include opportunities to attend classes or workshops provided locally and/or regionally by the North Carolina NCWorks Training Center or the North Carolina Division of Workforce Solutions; state, regional or national workforce development conferences; and training or technical assistance sessions conducted by Capital Area staff. Capital Area shall conduct WIOA training sessions throughout the year for Service Providers. Attendance at Capital Area training sessions is expected by all Service Provider staff unless otherwise indicated. The Service Provider shall be responsible for ensuring that staff who are unable to attend a Capital Area training session receive copies of all information and materials distributed at the session and are thoroughly informed of, and/or trained on, the topics covered by Capital Area during each session. 6. Program Requirements. • A minimum caseload of 35 active cases must be maintained during the contract period. • Service Providers must adhere to all Capital Area policies, procedures and guidelines. • Service Providers are required to utilize Capital Area approved Career Assessment Tools. 4 24 • All marketing materials must be approved by Capital Area prior to use and distribution and must include the following language. o A Capital Area Workforce Development Board Funded Initiative o Equal Opportunity Employer/Program Auxiliary aids and services available upon request to persons with disabilities. • The Service Providers must include the common one-stop identifier"A proud partner of the American Job Center Network" on all products, programs, activities, services, and related property and materials used in the one-stop system. • Service Providers are required to use Capital Area WIOA forms. • Service Providers must adhere to and meet WIOA Primary Indicators of Performance and additional Capital Area Performance Measures. 7. Communication Between Capital Area and the Service Provider. It is the intent of Capital Area to communicate on a regular and on-going basis with Service Provider staff to promote high quality services for customers and to ensure accountability to Capital Area for contract compliance and achievement of WIOA Primary Indicators of Performance and Capital Area Performance Measures. During the contract term, Capital Area shall use various means to communicate with Service Provider staff for the purposes of information exchange, transmitting new and/or revised procedures, policies, guidelines, etc., and for purposes of requesting programmatic and fiscal information, data, reports, and/or corrective actions as needed from the Service Provider. Capital Area shall notify the Service Provider contract signatory by written letter or memorandum, if and when, Capital Area staff efforts to communicate by generally accepted business methods, including, but not limited to, in-person conversations, telephone conversations, e-mail, and scheduled meetings with the Service Provider staff, do not result in a satisfactory or acceptable response from the Service Provider. A copy of the written notice of the Service Provider's "Failure to Respond"will be placed in the Service Provider's contract file maintained by Capital Area. 8. Compensation. Capital Area will pay the Service Provider from Title I Workforce Innovation and Opportunity Act Grant funds for services described above and in Attachment A. Funds awarded under this agreement are available after July 1, 2023 subject to the payment procedures herein. Compensation may be withheld or delayed in the event of failure to timely comply with the payment procedures set forth herein. Allowable costs shall include only those items specified in the Service Provider Budget, Attachment B. Payment will not exceed the sum of One Hundred Eighty-Four Thousand Three Hundred Fifty-Three Dollars and Seventy-Nine Cents ($184,353.79) per twelve-month period, with no minimum amount due. Any unexpended or surplus funds shall be returned by the Service Provider to Capital Area within 15 days of the termination date of this Contract. The payment procedure under this Contract shall be in accordance with the following: 5 25 a. Capital Area may provide an initial advance to the Service Provider for the first contract month, subject to approval by Capital Area of the Service Provider's written justification for an advance. Funds dispersed pursuant to the initial advance and subsequent monthly payments will be made from Grant funds upon receipt of and in the amount stated by a Monthly Financial Report and Request for Funds. The advance will be for costs and expenditures to be incurred in the month following the week in which the request is made; the advance will be paid in an expeditious manner to assure continuity in the payment of obligations by the Service Provider. The request will reflect estimated costs and expenses by the same budget line items as contained in Attachment B. The monthly request will provide a schedule for the payment of advances based on the Service Provider's projected operating needs. b. Upon arrival of said request, the authorized office of Capital Area will review the request for reasonableness. Upon approval, the request will be forwarded to Wake County Finance Department for advancing the approved amount by check to the Service Provider in a manner identifying the purpose for which the funds are advanced. c. The Service Provider will furnish Capital Area a Monthly Financial Report by the 15th working day of each month reflecting the expenditure of WIOA funds for the preceding month. The Service Provider will submit a monthly estimate to Capital Area for requested funds for allowable costs. 9. Accounting. To assure that the funds provided under this Contract are used in accordance with its provisions, the Service Provider shall: a. Use such normally accepted fiscal, audit, and accounting procedures as may be necessary to assure proper accounting for payments received and proper disbursement of such payments; and b. Provide Capital Area and authorized representatives of the US Department of Labor, the North Carolina Division of Workforce Solutions, the Capital Area Workforce Development Board, Wake County, and/or their designated representatives, access to the right to examine any books, documents, papers, records, property or equipment pertaining to funds provided or activities undertaken under the provisions of this Contract. Such examinations should provide reasonable notice and receive confirmation of notice prior to the actual visit. c. The Service Provider agrees to maintain, as a minimum, the accounting records listed in Attachment C or their equivalent, as applicable. 10. Retention of Records. All records pertinent to this Contract, including financial, statistical, property and participant, applicant, and supporting documentation, shall be retained for a period of three (3)years from the date of final payment under this Contract or until all audits are complete and findings on all claims have been finally resolved. If the Service Provider is not able to retain the necessary WIOA participant and financial records, written notification will be provided to Capital Area containing the reasons therefore. 6 26 Such records shall then be transmitted to Capital Area for acceptance in an orderly fashion with documents properly labeled and filed and in an acceptable condition for storage. 11. Disallowed Costs. The Service Provider agrees to refund to Capital Area any/all expenditures under this Contract which are disallowed in future audits. All funding paybacks must be made using non-federal dollars. This provision survives the Term of Agreement. 12. Termination of Agreement for Cause. a. If, for any cause, the Service Provider shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if the Service Provider shall violate any of the covenants, or provisions of this Contract, Capital Area shall thereupon have the right to terminate this Contract by giving written notice to the Service Provider of such termination and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. In such event, the Service Provider shall be entitled to receive just and equitable reimbursement for costs properly incurred, prior to termination, subject to submission of any performance reports. b. If, for any cause, Capital Area shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if Capital Area shall violate any of the covenants, or provisions of this Contract, the Service Provider shall thereupon have the right to terminate this Contract by giving written notice to Capital Area of such termination and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. In such event, the Service Provider shall be entitled to receive just and equitable reimbursement for costs properly incurred, prior to termination, subject to submission of any performance reports. c. Notwithstanding the above and unless otherwise specified herein, the Service Provider shall not be relieved of liability to Capital Area for damages sustained by Capital Area by virtue of any breach of the Contract by the Service Provider, and Capital Area may withhold any payments to the Service Provider for the purpose of setoff until such time as the exact amount of damages due Capital Area from the Service Provider is determined. Additionally, Capital Area shall not be relieved of liability to the Service Provider of damages due the Service Provider. 13. Termination for Convenience. a. The performance of work under the Contract may be terminated, in whole, or in part, by Capital Area whenever it is determined that such termination or suspension is in the best interest of Capital Area. Termination of work hereunder shall be affected by delivery to the Service Provider of a Notice of Termination specifying the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective. In no instance shall a termination for convenience be effective in less than ninety (90) days after receipt of notice thereof. 27 b. After receipt of the Notice of Termination, the Service Provider shall cancel outstanding commitments covering the procurement or rental of materials, supplies, equipment, and miscellaneous items. In addition, the Service Provider shall exercise all reasonable diligence to accomplish the cancellation or diversion of outstanding commitments covering personal services that extend beyond the date of such termination to the extent that they relate to the performance of any work terminated by the notice. With respect to such canceled commitments, the Service Provider agrees to: (1) Settle all outstanding liabilities and all claims arising out of such cancellation of commitments; or ratify all such settlements; and (2) If requested by Capital Area, to assign to Capital Area in the matter, at the time and to the extent directed by Capital Area, all the rights, title, and interest of the Service Provider under the orders and subcontracts so terminated. Nothing herein shall be construed to make Capital area responsible for the settlement or payment of any claims or amounts owed by WIOA. c. The parties may terminate this Contract in whole or in part if both parties agree in writing to all termination conditions. 14. Termination for Breach. If the Service Provider fails to perform under this Contract or fails to make satisfactory progress so as to endanger overall performance, Capital Area will advise the Service Provider in writing and the Service Provider has ten (10) days from receipt of such notice to correct the condition to Capital Area's satisfaction. If the condition is not corrected within the ten (10) day period, the Service Provider may be determined to be in breach and the Contract may be terminated by Capital Area through written Notice of Default. The General Provisions in subparagraph (b) of Section 11 will then apply. 15. Modifications. Capital Area may prepare modifications in the scope of services to be performed hereunder by the Service Provider. Such modifications, including any increase or decrease in the maximum amount of compensation, shall be set forth in writing, executed by an authorized representative of both parties, and incorporated into this Contract. Both parties agree to make any modifications required by changes in state or federal or grant requirements effective during the term of this Contract. 16. Relationship of Parties. Capital Area and the Service Provider acknowledge and concur that the Service Provider is an independent contractor. Capital Area and the Service Provider acknowledge and concur that it is the Service Provider's responsibility to deliver services to WIOA youth as specified herein. The Service Provider has the specific duty and responsibility for supervision of any employees of the Service Provider rests with the Service Provider. Capital Area and the Service Provider acknowledge and agree that individuals employed in this project activity are employees of the Service Provider and are therefore subject to the rules, regulations, and supervision of the Service Provider. The Service Provider further agrees that the Service Provider is fully responsible for the payment of any and all taxes arising from the payment of monies under this Agreement. Wake County and/or Capital Area shall not be liable to the Service Provider 8 28 for any expenses paid or incurred by the Service Provider unless otherwise agreed in writing. The Service Provider shall supply, at his sole expense, all equipment, tools, materials, and supplies required to provide the contracted services unless otherwise agreed in writing. The Service Provider shall comply with all federal, state, and local laws regarding business permits, certificates and licenses that may be required to carry out the services to be performed under this contract. The Service Provider shall insure that all personnel engaged in work under this Agreement shall be fully qualified and shall be authorized under state and local law to perform the services under this contract. 17. Standards of Conduct. The Service Provider hereby agrees that in implementing this Contract, it will comply with the standards of conduct, hereinafter specified, for maintaining the integrity of the project and avoiding any conflict of interest in its implementation. a. General Assurance - Every reasonable course of action will be taken by the Service Provider to maintain the integrity of this expenditure of public funds and to avoid any favoritism or questionable or improper conduct. This Contract will be implemented in an impartial manner, free from personal, improper financial or political gain. The Service Provider, its executive staff, and employees, in implementing this Contract, will avoid situations that give rise to a suggestion that any decision was influenced by prejudice, bias, special interest, or personal gain. b. Conducting Business Involving Relatives. With respect to the duties performed under this contract, no relative by blood, adoption, or marriage (for the purpose of this Contract, "relative by blood, adoption, or marriage" shall include: wife, husband, son, daughter, mother, father, brother, brother-in-law, sister, sister-in-law, aunt, uncle, niece, nephew, stepparent, and stepchild) of any executive or employee of the Service Provider shall receive favorable treatment for enrollment into services provided by, or employment with, or contract with, the Service Provider. The Service Provider shall also avoid entering into any agreements for services with a relative by blood, adoption, or marriage. When it is in the public interest for the Service Provider to conduct business (only for the purpose of services to be provided) with a relative, the Service Provider shall obtain written approval from Capital Area before entering into an agreement. All correspondence shall be kept on file and available for monitoring and audit reviews. c. Avoidance of Conflict of Economic Interest. An executive, officer, agent, representative, or employee of the Service Provider will not solicit or accept money or any other consideration from a third person or entity in exchange for the performance of an act reimbursed in whole or in part by Capital Area. Supplies, materials, equipment, or services purchased with Contract funds will be used solely for purposes allowed under the Contract. 9 29 18. Severabiflty; Discretion of Administering Entity; Headings; Counterparts. a. In the event that any provision of this Contract shall be considered unenforceable, void, contrary to public policy, or unlawful, it shall be considered severable and shall not affect the remainder of the Contract. b. Capital Area shall have the power and discretion to enforce any provision of this Contract and to select from among its remedies under this Contract or at law. The failure of Capital Area and/or the Service Provider to enforce a provision shall not constitute waiver of the provision or of the Contract. c. The headings used herein are for the convenience of the parties and shall have no substantive effect on the Contract. d. This Contract may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same instrument. e. This Contract is the entire agreement between the parties and replaces any and all previous agreements, whether written or oral, entered into by and between the parties with respect to the subject matter of this Contract. 19. Assignment. a. The Service Provider and Capital Area shall not assign this Contract or any part thereof without the written consent of Capital Area. In the event that an Assignment is permitted, the Service Provider shall nonetheless remain primarily liable for the obligation under this contract. b. The Service Provider shall not subcontract this contract or any part thereof without the prior written approval of Capital Area. c. In the event the Service Provider violates approval requirements set forth herein by assigning or subcontracting without the consent of Capital Area, such violation shall constitute grounds for termination of the contract. Any such action in violation of Provision 18 a or b shall not be binding on Capital Area. 20. Property. The Service Provider will not purchase non-expendable property, that is, property with a useful life of more than one year and a unit price of$1,000 or more, with funds provided under this Contract without prior written approval of Capital Area. All property, when purchased with funds under this Contract, will become the sole property of Capital Area. Capital Area may transfer or relocate non- expendable property hereunder at its discretion, subject to state and federal law. The Service Provider may not transfer, relocate, or alter the use of any property hereunder without the prior written authorization of Capital Area. 21. Program Income. The Service Provider will report to Capital Area any profits earned or income generated from funds provided under this agreement. Program income may include interest earned on advances from Capital Area. 10 30 22. Acknowledgment of Funding Source. The Service Provider shall identify and acknowledge Capital Area Workforce Development Board as the funding source in all oral presentations, written documents, press releases, and/or printed materials created for public information, marketing, recruitment, etc. of WIOA services and activities resulting from this agreement. Said acknowledgment shall use the following wording at minimum, "Funding provided" or"funding in part" (as appropriate) "by Capital Area Workforce Development Board." The Service Provider shall obtain the approval of Capital Area before releasing or using printed or electronic materials including the name Capital Area Workforce Development Board, NCWorks and/or the Wake County logo. 23. Audits, Inspections and Compliance Monitoring. At any time during normal business hours and as often as Capital Area, the NC Division of Workforce Solutions, the US Department of Labor, Wake County or their designated representatives may deem necessary, the Service Provider shall make available to Capital Area for examination, all of its records with respect to all matters covered by this agreement. Capital Area, the NC Division of Workforce Solutions, the US Department of Labor, Wake County and/or their designated representatives shall have the authority to audit, examine and make excerpts or transcripts from records, including all invoices, materials, payrolls, non-confidential employee records, conditions of employment, and/or other data relating to all matters covered by this Contract. a. To review contract performance related to compliance with the terms and conditions of the Contract, provision of services, and progress toward attainment of project outcomes, Capital Area will conduct on- site monitoring during the contract period. On-site monitoring by Capital Area shall occur at least once per year and will generally include review of the following areas: fiscal, programmatic, center operations, if applicable, contract compliance and performance, and participant data reporting. Capital Area agrees to provide written summaries of the results of any inspection, audit, monitoring, or other process relating to Capital Area's monitoring of the Service Provider's performance under this contract. b. The Service Provider agrees to comply with all applicable Federal, State and local statutes, laws and regulations including, but not limited to, the Workforce Innovation and Opportunity Act, Public Law 113-128, Workforce Innovation and Opportunity Act Final Rules, when finalized, the Common Rule and 29 CFR Parts 93 and 98, Lobbying, Debarment and Suspension regulations. c. The Service Provider agrees that annual audits required under the Uniform Guidance found at 2 CFR, Part 200— Subpart F will be conducted and that a copy of the audit will be forwarded to Capital Area within ten (10) days after the report is received by the Service Provider. d. In the event that such fiscal or a special audit determines that the Service Provider has expended funds which are questioned under the criteria set forth herein, the Service Provider shall be notified and given 11 31 the opportunity to justify questioned expenditures prior to Capital Area's final determination to disallow such costs, in accordance with the procedures established under WIOA. e. If this contract is determined under the definitions in Uniformed Guidance found at 2 CFR 200 — Subpart A Section 200,93 be a subrecipient agreement or is modified at any time during the term of the agreement to become a subrecipient agreement, the Service Provider agrees to: i. Provide Wake County with four(4) copies of the appropriate financial statements in the format required by Uniform Guidance &NCGS 143-6.205 amended. The statement shall be delivered to Wake County within the earlier of 30 days after completion of the statements or nine months after the end of the statement period. ii. Wake County, as the pass-through entity, reserves the right to engage its own independent auditor to conduct an audit and the Service Provider agrees to make available accounting records for the purpose of this audit. The purpose of such an audit will be to monitor the subrecipient's compliance with one or more of the following types of compliance requirements: activities allowed or disallowed, allowable costs/cost principles, participant eligibility; in-kind match, level of effort, earmarking, and reporting, and to charge the subrecipient's award for the cost of such limited scope audit. Additional on-site monitoring by County staff for the purpose of ascertaining subrecipient's compliance with various contract and legal requirements may also be completed as needed. iii. If required, a copy of audits and/or statements shall be forwarded by the Service Provider to the Office of the State Auditor at 2 South Salisbury Street, Raleigh, NC 27601, with a statement sent to Wake County that the Service Provider has complied with this requirement. 24. Equal Opportunity and Nondiscrimination During the performance of this contract, the Contractor agrees as follows: a. The contractor will comply fully with the nondiscrimination and equal opportunity provisions of the Workforce Innovation and Opportunity Act(WIOA); including the Nontraditional Employment for Women Act of 1991; Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Americans with Disabilities Act of 1990; as amended; the Age of Discrimination Act of 1975, as amended; Title IX of the Education Amendments of 1972, as amended; and with all applicable requirements imposed by or pursuant to regulations implementing those laws, including but not limited to 29 CFR Part 38. The United States has the right to seek judicial enforcement of this assurance. b. The contractor will not discriminate against any employee or applicant for employment, or program applicant/participant because of race, color, age, religion, sex, disability, national origin or political affiliation or belief. The contractor will take affirmative action to ensure that applicants are employed/selected and that participants and employees are treated during their period of employment/participation without regard to their race, color, age, religion, sex, disability, national origin, 12 32 political affiliation or belief. Such action must include, but not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the non-discrimination clause. c. The contractor will, in all solicitations or advertisements for employees or participants placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, age, religion, sex, disability, national origin, political affiliation or belief. d. The contractor will permit access to any contract-related books, records and accounts by the contracting agency, the State and the US Secretary of Labor for purposes of investigation to ascertain compliance with applicable rules, regulations and orders. e. In the event of the contractor's non-compliance with the non-discrimination clauses of this contract with any such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further government contracts and such other sanctions may be imposed and remedies invoked as provided by rules, regulations and orders of the Secretary of Labor, or as otherwise provided by law. 25. Insurance. The Service Provider shall obtain, at his sole expense, all insurance required in the following paragraphs and shall not commence work until such insurance is in effect and certification thereof have been received by Wake County's Finance Office. If any required insurance policy expires during the term of this agreement, Provider must provide a certificate of insurance to the Wake County Finance Office as evidence of policy renewal prior to such policy expiration. Provider's signature on this agreement indicates that Provider agrees to the terms of this insurance section and understands that failure to comply may result in cancellation of this agreement at Wake County's option. a) Workers' Compensation Insurance, with limits for Coverage A Statutory- for State of North Carolina and Coverage B - Employers Liability $1,000,000 each accident/disease each employee/disease policy limit. b) Commercial General Liability - with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate, including contractual liability. c) Commercial Automobile Liability - with limits no less than $1,000,000 per occurrence for bodily injury and property damage for any vehicle used during performance of contract services, including coverage for owned, hired, and non-owned vehicles. Evidence of commercial automobile coverage is only necessary if vehicles are used in the provision of services under this Agreement and/or brought on a Wake County site. d) Professional Liability Insurance - applicable to any professional services provided under this Contract with limits of no less than $1,000,000 per claim and $2,000,000 aggregate. 13 33 If any coverage is on a claims-made basis, the Service Provider agrees to maintain a retroactive date prior to or equal to the effective date of this Agreement and to purchase and maintain Supplemental Extended Reporting Period or'tail coverage' with a minimum reporting period of not less than three (3)years if the policy expires or is cancelled or non-renewed. If coverage is replaced, the new policy must include full prior acts coverage or a retroactive date to cover the effective dates of this Agreement. The Service Provider shall provide a Certificate of Insurance annually to Wake County indicating any claims made coverage and respective retroactive date. The duty to provide extended coverage as set forth herein survives the effective dates of this Agreement. All insurance companies must be authorized to do business in North Carolina and have an AM Best rating of"A-NII" or better; or have reasonable equivalent financial strength to the satisfaction of the County's Finance Office. Proof of rating shall be provided to the county upon request. Insurance with limits no less than those specified above shall be evidenced by a Certificate of Insurance issued by a duly authorized representative of the insurer. In the case of self-insurance, a letter of explanation must be provided to and approved by Wake County Risk Management. The Service Provider shall be responsible for providing immediate notice of policy cancellation or non- renewal during the term of this Agreement to the Wake County Finance Office and for three years subsequent for any claims made coverage. If the Service Provider does not meet the insurance requirements specified above, alternate insurance coverage satisfactory to Wake County may be considered. Any requests for consideration of alternate coverage must be presented by Provider PRIOR TO provision of any services associated with this Agreement. In the event that Provider uses subcontractors to perform any of the services under this Agreement, then and in that event, Provider shall contractually require such subcontractor(s) to meet all of the requirements of this section. 26. Federal Government Obligation. It is clearly understood and mutually agreed that the Federal Government is not a party to this Contract and that no legal liability on the part of the Government is inferred or implied under the terms and conditions of this Contract. Any liabilities, legal action or disputes as may arise under this Contract are between the parties hereto and will be settled in accordance with the Uniform Commercial Code as adopted by the State of North Carolina or such other manner as provided by State and local law for the settlement of such matters. 27. Indemnification. The Service Provider agrees to defend, indemnify, and hold harmless Wake County and Capital Area, from all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or misconduct of the Service Provider, or any of Service Provider's agents, employees, 14 34 volunteers, or contractors, except to the extent same are caused by the negligence or misconduct of Wake County. It is the intent of this section to require the Service Provider to indemnify Wake County or Capital Area to the extent permitted under North Carolina law. Nothing in this provision shall be construed to operate as a waiver of governmental immunity nor to be inconsistent with Wake County's "Resolution Regarding Limited Waiver of Sovereign Immunity" enacted October 6, 2003. 28. E-Verify Requirements. To ensure compliance with the E-Verify requirements of the General Statutes of North Carolina, all contractors, including any subcontractors employed by the contract(s), by submitting a bid, proposal or any other response, or by providing any material, equipment, supplies, services, etc., attest and affirm that they are aware and in full compliance with Article 2 of Chapter 64, (NCGS 64-26(a)) relating to the E-Verify requirements. 29. Iran Divestment and Divestment from Companies Boycotting Israel. By signing this agreement, Service Provider certifies that as of the date of execution of this Agreement 1) it does not appear on the Final Divestment List created by the North Carolina State Treasurer pursuant to N.C.G.S. 143-6A-4 and published on the State Treasurer's website at www.nctreasurer.com/Iran and 2) it will not utilize any subcontractor that appears on the Final Divestment List in the performance of duties under this Agreement. 30. Anti-Discrimination In consideration of signing this Agreement, the Parties hereby agree not to discriminate in any manner on the basis of race, natural hair or hairstyles, ethnicity, creed, color, sex, pregnancy, marital or familial status, sexual orientation, gender identity or expression, national origin or ancestry, National Guard or veteran status, religious belief or non-belief, age, or disability with reference to the subject matter of this Contract. The Parties agree to comply with the provisions and intent of Wake County Ordinance SL 2017- 4. This anti-discrimination provision shall be binding on the successors and assigns of the Parties with reference to the subject matter of this Contract. 31. Federal Funds. If the source of funds for this contract is federal funds,the following federal provisions apply pursuant to 2 C.F.R. §200.326 and 2 C.F.R. Part 200,Appendix II (as applicable): Equal Employment Opportunity (41 C.F.R. Part 60); Davis-Bacon Act(40 U.S.C. 3141-3148); Copeland "Anti-Kickback"Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards Act(40 U.S.C. 3701- 3708); Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti-Lobbying Amendment(31 U.S.C. 1352); Procurement of Recovered Materials (2 C.F.R. § 200.322); and Record Retention Requirements (2 CFR § 200.324) 32. Option to Extend Term of the Contract. Capital Area may, but is not required, to extend the term of this contract by written notice to the Service Provider subject to Capital Area's review of the Service Provider's compliance, level of performance, and outcomes achieved during the initial period of this contract. If Capital Area elects to exercise this option, the Service Provider will be notified 60 days before the contract term ends. The preliminary notice does not commit Capital Area or the Service Provider to an extension. The Service Provider will be required to submit a revised Statement of Work and Budget prior to approval 15 35 of the extension. The total duration of this contract, including the exercise of any options under this section, shall not exceed four years. 33. Attachments Included in Contract. The following attachments are included herein and are a part of this Contract. A. Statement of Work B. Budget C. Listing of Required Accounting Records D. Payment Procedures E. Contract Assurances and Certifications F. Capital Area Program Complaint Procedures In the event of any revision of any of the above attachments, the revision(s) shall become a part of this Contract with approval of both parties to this Contract. (SIGNATURES ON THE FOLLOWING PAGE) 16 36 IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year ORANGE COUNTY WAKE COUNTY Travis Myren. Pat E. Sturdivant Deputy County Manager Executive Director, Capital Area Workforce Development Consortium Date: Date: Wake County Manager or Designee David Ellis Date: This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Wake County Finance Officer The person(s) responsible for monitoring the contract performance is Thomas Pulickal. Department Head Initials 17