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HomeMy WebLinkAboutOTHER-2023-051 Service Contract for Short Range Transit Plan DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts [Departmental Use Only] TITLE Orange County Short Range Transit Plan (SRTP) FY 2023 NORTH SERVICES AGREEMENT NO RFP/RFQ CAROLINA ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this September day of 29, 2023, ("Effective Date")by and between Orange County,North Carolina a political subdivision of the State of North Carolina(hereinafter, the "County") and Nelson\Nygaard Consulting Associates, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to Transit Planning services: Update County's Short Range Transit Plan through public engagement, mapping, analysis, project development, action plan, performance matrix, and prioritization, see Attachment 1 for key deliverables as Scope of Work. Exhibits A and B are hereby incorporated into this contract by reference, and the State and Federal requirements set forth in these attachments are hereby additionally incorporated in this contract by reference as though fully set out here. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent,professional and timely manner. iii) Time is of material importance with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with professional standards as set forth below. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the generally accepted professional standards Revised 04/23 1 DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts that are consistent with that degree of care and skill practiced by similar professionals practicing in the same locality under the same or similar circumstances and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost,the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations Revised 04/23 2 DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: Update County's Short Range Transit Plan through public engagement,mapping,analysis, project development, action plan, performance matrix, and prioritization, see Attachment I for key deliverables as Scope of Work. Exhibits A and B are hereby incorporated into this contract by reference, and the State and Federal requirements set forth in these attachments are hereby additionally incorporated in this contract by reference as though fully set out here. 4. Duration of Services a. Term. The term of this Agreement shall be from November 1,2023 to October 30,2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime,as necessary,to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be November 1, 2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Two Hundred Thirty Thousand Dollars ($230,000). Payment for satisfactorily performed Basic Services shall become due and payable within thirty(30)days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement,County may,without fault or penalty,withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County Revised 04/23 3 DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts a. Cooperation and Coordination. The County has designated (Nishith Trivedi - Orange County Transportation Director) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance,Automobile Insurance,Workers' Compensation/Employer's Liability Insurance, and any additional insurance as may be reasonably required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements as modified and mutually greed upon between County and Provider which are incorporated by reference. If County's Risk Manager reasonably determines additional insurance coverage is required such additional insurance shall consist of N/A. Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees to indemnify and hold harmless the County from loss, liability, damages or expense, including reasonable attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons to the extent caused the negligence or misconduct of the Provider. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable Revised 04/23 4 DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts actions to remedy the breach. The Provider shall give the County seven (7) days'prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to,job cost records,to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven(7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties,responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not Revised 04/23 5 DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg couptync._og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution.Any and all suits or actions to enforce,interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations,representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents,items or things that are specific to this Project such documents,items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds.It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. Revised 04/23 6 DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Si ng atures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Nishith Trivedi Nelson\Nygaard Consulting P.O. Box 8181 Associates Hillsborough,NC 27278 Attn: Managing Director 2 Bryant Street, Suite 300 San Francisco, CA 94015 k. Consequential Damages. The County and Provider mutually waive consequential damages, including but not limited to damages for loss of profits, loss of revenues, loss of business and of business opportunities, for claims, disputes or other matters in question arising out of or relating to this Agreement. [SIGNATURE PAGE TO FOLLOW] Revised 04/23 7 DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: D��ocuSIi/gned��by: f jbin,bUt, t�WMKAW'S� r b�.A�U, � S By: By: -- . Bonnie Hammersley County Manager Jonathan Watts Director of Operations Revised 04/23 8 DocuSign Envelope ID:5278FBDE-6365-4ABB-AO8F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Nelson Nygaard Vendor Contact Person: Yanisa Techagumthron Phone:(212)405-2527 Address: 1250 Broadway City New York State:NY Zip: 10001 Department: OCTS Amount: $230,000 Purpose: Short Range Transit Plan Budget Code(s): 10435220 630000 OCTS Contract Services Vendor#NA Vendor Status with NCSOS:Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment(Original Contract: )(Most Recent Amendment ) Effective Date November 1,2023 End Date October 30,2024 Notice Date (Notice Purpose ) Award Approved by Board(Agenda Date: September 5,2023); Made or Administered by OCTS Signature Authority - BOCC Express Delegation(Agenda Date: September 5, 2023) - Policy 9.4: Under$5,000; Service Under$90,000; Construction Under$250,000 - Budget Policy Section XV(Capital Improvement Project: ) Bidding Informal Bidding($30k-$90k); Formal RFP($90k+); Other(<$30k); Exception(#----) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed.Description of the nature of the emergency condition that was addre pocusigned by: Department Director's Signature Date:10/10/2023 Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficienc m6ma oistandards,specifications,and requirements: kt,ussx 4 Dom'' 10/13/2023 Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: s�onw�/s� 10/13/2023 Office of the Chief Financial Officer F Date: Legal Services This agreement is approved as to °IR sufficiency: Office of the County Attorney ���� Date: 10/13/2023 Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board Date: Revised 04/23 9 DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 Contract Specific Provisions Made 9129123, not to be used with other contracts ORANGE COUNTY GOVERNMENT TRANSPORTATION SERVICES DEPARTMENT SCOPE OF WORK 1. Task A: Project Management a. Draft and final work plan b. Bi-weekly check in with project manager c. Monthly progress reports and invoices d. Monthly meetings with Core Technical Team 2. Task B: Public Engagement a. Public Involvement Plan b. Project website c. Outreach and publicity in English and Spanish d. Engagement Report in each phase 3. Task C: Existing Conditions a. State of the System Report, with chapters focused on the past plans review, market analysis, existing service analysis, and key issues and opportunities 4. Task D: Develop Strategies and Prioritization Matrix a. Performance matrix workshop and materials b. Draft and final performance matrix c. Project sheets detailing transit strategies d. Prioritized list of transit strategies based on performance evaluation 5. Task E: Implementation Strategy and Final Report a. Implementation and financial plan b. Draft and Final SRTP c. Slide deck for final presentations DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 Exhibit A PAT McCRORY Governor NICHOLAS J. TENNYSON Secretary Transportation Contract Provisions for Non-Federal Entity Contracts Under Federal Awards --------------------------------------------------------------------------------------------------------------------- NCDOT is providing the following list of contract provisions(as noted by the US Code or the Code of Federal Regulations)that should be included in all contracts or subcontracts that include federal funding. • Title 2 CFR 200 is the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and is applicable government-wide to any contract with Federal Funding. Appendix II contains a list of contract provisions that should be included in contracts. • Title 23 CFR 172 is the Procurement,Management, and Administration of Engineering and Design Related Services, subject to the provisions of 23 USC 112(a)—related to construction. Contract provisions that are not already included in 2 CFR 200,are listed below. These should be included in all professional engineering contracts. • Construction Contracts,funded under Title 23 of the US Code(Federal-aid Highway Program), have specific required contract provisions. Resources to build the contract proposal and include appropriate provisions are listed below. IMPORTANT: It is the Local Government Agency responsibility to ensure all provisions are included in relevant contracts,in which federal funds are participating. You may need to consult with your legal representative or contracts office to ensure your contracts are in compliance. --------------------------------------------------------------------------------------------------------------------- ALL CONTRACTS AND SUB-CONTRACTS WITH FEDERAL FUNDS Pursuant to Title 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,the following list of contract provisions should be incorporated into every sub-recipient contract,if federal funds will be used on the contract. Please note applicability requirements. 2 CFR 200,Appendix II htlps://www.gpo.aov/fdsys/pkWCFR-2014-title2-vol l/xml/CFR-2014-title2-vol l-part200-upII.xml (A)Contracts for more than the simplified acquisition threshold currently set at$150,000,which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council(Councils)as authorized by 41 U.S.C. 1908,must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B)All contracts in excess of$10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. Nothing Compares_­__%_�_ State of North Carolina I Department of Transportation I Transportation Program Management Unit 1020 Birch Ridge Drive 1 1595 Mail Service Center I Raleigh,NC 27699-1595 919 707 6600 T 1 919 212 5711 F DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 (C)Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of"federally assisted construction contract"in 41 CFR Part 60- 1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b),in accordance with Executive Order 11246, "Equal Employment Opportunity"(30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs,Equal Employment Opportunity, Department of Labor." (D)Davis-Bacon Act, as amended(40 U.S.C. 3141-3148).When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing,by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E)Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5).Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F)Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement"under 37 CFR§401.2 (a)and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research 2 DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 work under that"funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. (G)Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). (H)Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201). (I)Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220)must not be made to parties listed on the governmentwide Excluded Parties List System in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp.,p. 189) and 12689 (3 CFR Part 1989 Comp.,p. 235),"Debarment and Suspension."The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (J)Byrd Anti-Lobbying Amendment(31 U.S.C. 1352)—Contractors that apply or bid for an award of$100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. (K) See §200.322 Procurement of recovered materials. 3 DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 PROFESSIONAL SERVICES CONTRACTS Pursuant to Title 23 CFR 172,Procurement, Management, and Administration of Engineering and Design Related Services,the following contract provisions should be included, either by reference or by physical incorporation into the language of each contractor or subcontract, as applicable. Provisions that are not already noted in 2 CFR 200 are in bold. (i) Administrative, contractual, or legal remedies in instances where consultants violate or breach contract terms and conditions, and provide for such sanctions and penalties as may be appropriate; (ii) Notice of contracting agency requirements and regulations pertaining to reporting; (iii) Contracting agency requirements and regulations pertaining to copyrights and rights in data; (iv) Access by recipient,the subrecipient,FHWA,the U.S.Department of Transportation's Inspector General,the Comptroller General of the United States, or any of their duly authorized representatives to any books,documents,papers, and records of the consultant which are directly pertinent to that specific contract for the purpose of making audit,examination,excerpts, and transcriptions; (v) Retention of all required records for not less than 3 years after the contracting agency makes final payment and all other pending matters are closed; (vi) Standard DOT Title VI Assurances(DOT Order 1050.2); (vii) Disadvantaged Business Enterprise(DBE) assurance, as specified in 49 CFR 26.13(b); (viii) Prompt pay requirements, as specified in 49 CFR 26.29; (ix) Determination of allowable costs in accordance with the Federal cost principles; (x) Contracting agency requirements pertaining to consultant errors and omissions; (xi) Contracting agency requirements pertaining to conflicts of interest,as specified in 23 CFR 1.33 and the requirements of this part; and (xii) A provision for termination for cause and termination for convenience by the contracting agency including the manner by which it will be effected and the basis for settlement. (xiii) All contracts and subcontracts exceeding$100,000 shall contain, either by reference or by physical incorporation into the language of each contract, a provision for lobbying certification and disclosure,as specified in 49 CFR part 20. 4 DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 CONSTRUCTION CONTRACTS NCDOT has developed guidance to help Local Government Agencies build a contract proposal for highway construction projects that complies with applicable federal and state requirements. LGAs should reference this website first for assistance and direction on developing contract documents: https://connect.ncdot.gov/municipalities/Pages/Bid-Proposals-for-LGA.aspx For other non-highway construction or service contracts,please reference FHWA's Contract Provision matrix,noting applicability requirements: hllp://www.fhwa.dot.gov/construction/contracts/provisions.cfm 5 DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 EXHIBIT B Uniform Guidance Contract Clauses for Federal Funding(UGCCFF) (A) Cumulative Nature of These Clauses; Conflicts with Other Clauses. It is intended that the clauses in this document,Uniform Guidance Contract Clauses for Federal Funding("UGCCFF"), are to be in addition to other clauses in this contract. The clauses in this UGCCFF will control in case of conflict with other clauses in this contract except for those additional clauses, if any,provided in this contract at the direction of the federal awarding agency or pass-through agency; clauses provided by such direction will control over this UGCCFF. A termination for cause clause elsewhere in this contract(not in this UGCCFF)will control over the termination for cause clause in this UGCCFF. (B)Termination. (1) Termination for Cause; Default. Each of the following is included as an example of a default by the contractor under this contract: (i) The contractor made a false statement or omitted information in the proposal or bid, such that if the City had known of its falsity or of the facts before contract award,there would have been a reasonable possibility that the City would not have made the award to the contractor; (ii) The contractor fails to observe or perform one or more of its contractual duties, and the failure continues 15 days after the City gives written notice describing the failure in reasonable detail; however, if failure requires performance that cannot by its nature be completed within such 15-day period,the failure does not constitute a default for purposes of this subsection"ii"as long as the contractor begins curing the failure to perform one or more of its contractual duties before or during the 15-day period and diligently and continuously carries out the cure to completion; (iii)The contractor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent,or files a petition or answer seeking a reorganization,arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy act or any other applicable laws, or seeks, consents to, or acquiesces in the appointment of a trustee,receiver, or liquidator of the contractor,the contractor's interest in this contract,or of any substantial part of its property; (iv)A proceeding against the contractor seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy act or any other applicable law is not dismissed within 60 days after its commencement; (v) A trustee,receiver, or liquidator of the contractor,the contractor's interest in this contract, or of any substantial part of its property, is appointed, and the appointment is not vacated or stayed within 30 days; or (vi)A levy under execution or attachment is made against the contractor or any of its property and the execution or attachment is not vacated or removed by court order,bonding, or otherwise within 60 days. (2) Termination for Cause; City's Remedies on Default. Upon the contractor's default,the City is entitled to all remedies lawfully available, including all of the following to the extent they are applicable: (i) The City may proceed with remedies available under any performance bond, letter of credit,or other security. (ii) The City may proceed with legal action, including obtaining damages and specific performance. (iii)The City may give written notice stating that the contract or the services of the contractor shall terminate on the date described in such notice. Such termination shall not be deemed UGCCFF—Page 1 of 7 10.06.22-Cao DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 to impliedly renounce, discharge, or waive any remedy, including claims in damages for breach. Note on subsections (C)—(Q). In subsections(C)—(Q)below,where an obligation must be imposed on any subcontractors, changes in language may be made in the subcontract as shall be appropriate to properly identify the parties and their obligations. (C)Equal Employment Opportunity. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. 1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color,religion,national origin, sex, disability, or age. In addition,the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FEDERAL AWARDING AGENCY may issue. 2. Race, Color,Religion,National Origin, Sex.In accordance with Title VII of the Civil Rights Act, as amended,42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332,the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL)regulations, "Office of Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965,42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color,religion,national origin, or sex(including sexual orientation and gender identity). Such action shall include,but not be limited to,the following: employment,promotion, demotion or transfer,recruitment or recruitment advertising, layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition,the Contractor agrees to comply with any implementing requirements FEDERAL AWARDING AGENCY may issue. 3. Age.In accordance with the Age Discrimination in Employment Act,29 U.S.C. §§ 621-634,U.S. Equal Employment Opportunity Commission(U.S. EEOC)regulations, "Age Discrimination in Employment Act,"29 C.F.R.part 1625,the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq.,U.S. Health and Human Services regulations,"Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,"45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition,the Contractor agrees to comply with any implementing requirements FEDERAL AWARDING AGENCY may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794,the Americans with Disabilities Act of 1990, as amended,42 U.S.C. § 12101 et seq.,the Architectural Barriers Act of 1968, as amended,42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition,the Contractor agrees to comply with any implementing requirements FEDERAL AWARDING AGENCY may issue. (D)Davis Bacon Act and Copeland Anti-Kickback Act. (1)If this contract is a prime construction contract in excess of$2,000, and if federal program legislation requires a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction,")this Davis Bacon Act and Copeland Anti-Kickback Act clause applies to this contract. (2)In accordance with the statute,the contractor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in the wage determination UGCCFF—Page 2 of 7 10.06.22-Ca o DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 made by the Secretary of Labor. In addition,the contractor is required to pay wages not less than once a week. By signing this contract,the contractor accepts the wage determination. (3)The contractor must comply with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations(29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall not induce,by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. (E) Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). If this contract is in excess of$100,000 and involves the employment of mechanics or laborers,the contractor must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). If the Act, as supplemented by said regulations applies to this contract,then under 40 U.S.C. 3702 of the Act,the contractor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein,the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition,the Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,including watchmen and guards, employed in violation of this clause in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. (F)Contract Work Hours and Safety Standards for Awards Not Involving Construction The Contractor shall comply with all federal laws,regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act,40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction(also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),"29 C.F.R.part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three(3)years from the completion of the contract for all laborers and mechanics, including guards and watchmen,working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications,hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the Federal Awarding Agency and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. UGCCFF—Page 3 of 7 10.06.22-Ca o DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 (G)Rights to Inventions Made Under a Contract or Agreement. If the Federal award applicable to this contract meets the definition of"funding agreement"under 37 CFR § 401.2 (a) and the recipient or subrecipient enters into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. (H) Clean Air Act and the Federal Water Pollution Control Act, as amended. If this contract or the subgrant is in excess of$150,000,the contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). The Contractor agrees: 1)It will not use any violating facilities; 2)It will report the use of facilities placed on or likely to be placed on the U.S. EPA"List of Violating Facilities;" 3)It will report violations of use of prohibited facilities to the Federal Awarding Agency; and 4)It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 —7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). (I)Debarment and Suspension (Executive Orders 12549 and 12689). A contract award(see 2 CFR 180.220)must not be made to parties listed on the government-wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Comp.,p. 189) and 12689(3 CFR part 1989 Comp.,p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The contractor and subcontractors of all tiers shall include the substance of this section in every subcontract so that it will be binding upon subcontractors of all tiers,with a clause requiring subcontractors of all tiers to include the substance of this section in every lower tier subcontracts. The contractor shall be responsible for compliance by subcontractors of all tiers with the substance of this section. (J)Byrd Anti-Lobbying Amendment, CONTAINING CERTIFICATION BY CONTRACTOR AND SUBCONTRACTORS OF ALL TIERS. Unless this is a contract for which such certifications are not required by 31 U.S.C. 1352(the Byrd Anti-Lobbying Amendment)or 2 CFR 200 Appendix II, every contractor and subcontractor of every tier certifies,by signing a contract containing this section,to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Each tier must also immediately disclose to the City of Durham any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. If requested by the City, each tier shall promptly complete, sign under oath, and return to the City the forms the City will provide regarding the tier's lobbying or the tier's use or non-use of Federal funds relevant to this paragraph. Such disclosures are forwarded from tier to tier up to the non-Federal award. The contractor and subcontractors of all tiers shall include the substance of this section in every subcontract so that it will be binding upon subcontractors of all tiers, with a clause requiring subcontractors of all tiers to include the substance of this section in every lower tier subcontract. The contractor shall be responsible for compliance by subcontractors of all tiers with the substance of this section. UGCCFF—Page 4 of 7 10.06.22-Ca o DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 (K)Procurement of Recovered Materials. The contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (L)Access to Records and Reports; Retention of Records (1) The contractor agrees to permit, and require its subcontractors to permit,the granting federal agency, and the Comptroller General of the United States, and,to the extent appropriate,the State of North Carolina,the City or their authorized representatives,upon their request to inspect all project work records, documents,papers,materials,payrolls, and other data, and to audit the books,records, and accounts of the contractor and its subcontractors pertaining to the project. (2) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to maintain all books,records, accounts and reports required under this contract for a period of not less than three(3)years after that the City makes final payment and all other pending matters are closed, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case contractor agrees to maintain same until the Comptroller General, granting federal agency, state agency, City or any of their duly authorized representatives have disposed of all such litigation, appeals, claims or exceptions related thereto. (M)Bond Requirements. Contracts or subcontracts for construction or facility improvement exceeding the Simplified Acquisition Threshold set by the Federal Acquisition Regulation(FAR) at 48 CFR part 2, subpart 2.1, shall be subject to the bidding and bid,performance and payment bonding requirements of N.C. Gen. Statute § 143-129 et seq. and Article 3 of Chapter 44A(N.C.G.S. 44A-25 et seq.). of (N)Domestic Preference. The Contractor should,to the greatest extent practicable under a Federal award,provide a preference for the purchase, acquisition, or use of goods,products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts including all contracts and purchase orders for work or products under this agreement. (1) "Produced in the United States" means, for iron and steel products,that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2)"Manufactured products"means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum;plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass,including optical fiber; and lumber. (0)Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. Contractor and subcontractor must comply with 2 C.F.R 200.216 which prohibits the obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract to procure or obtain equipment, services,or systems that uses equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities). Video surveillance and telecommunications equipment produced by Hytera Communications corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company, or any entity that the Secretary of Defense reasonably believes to be an entity owned or controlled by, or connected to,the government of a covered foreign country are also prohibited. UGCCFF—Page 5 of 7 10.06.22-Ca o DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 (P)Disadvantaged Business Enterprise(DBE). Disadvantaged Business Enterprise. Contracts over $3,500 awarded on the basis of a bid or proposal offering to use DBEs. a. This contract is subject to the requirements of Title 49, Code of Federal Regulations,Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The recipient's overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere. b. The contractor shall not discriminate on the basis of race, color,religion,national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this contract. Failure by the contractor to carry out these requirements is a material breach of this contract,which may result in the termination of this contract or such other remedy as the municipal corporation deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). c. If a separate contract goal has been established,Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. d. If no separate contract goal has been established,the successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the recipient. In addition,the contractor may not hold retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed or must return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the recipient and contractor's receipt of the partial retainage payment related to the subcontractor's work. f. The contractor must promptly notify the recipient whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the recipient. (Q) Conflict of Interest. Contractor shall maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts in conformance with 2 CFR 200.318(c). Contractor shall immediately disclose in writing to City any potential conflict of interest affecting the awarded funds in accordance with 2 CFR 200.112. The contractor shall comply with all applicable conflicts of interest laws including N.C.G.S. § 133-32 and 23 C.F.R. § 1.33. The contractor does hereby certify that it has not entered into and, during the lifetime of the contract,will not enter into any agreement with a third-party affording the contractor, or any subcontractors that they may hire,with any direct or indirect financial interest in the outcome of the project, except with regard to the project development,human and natural environmental and/or engineering services associated with this contract. (i) Pursuant to N.C.G.S. § 133-1,the contractor will not knowingly specify building materials, equipment, or other items that are manufactured, sold or distributed by any firm or corporation in which the designer has a financial interest. (ii) Pursuant to N.C.G.S. § 133-2,the contractor will not employ or allow manufacturers or their UGCCFF—Page 6 of 7 10.06.22-Cao DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 representatives or agents to write,plan, draw, or make specifications for such public works. (iii) The contractor does hereby certify that it does not have any potential conflict of interest with any entity involved with the project. Any potential conflict of interest shall be disclosed immediately to the City. (R)Determination of allowable costs in accordance with the Federal cost principles. The contractor agrees to comply with established principles and standards for determining costs incurred under the contract pursuant to the cost principles established for state and local governments pursuant to OMB Circular A-87 Revised. (End of Uniform Guidance Contract Clauses for Federal Funding) UGCCFF—Page 7 of 7 10.06.22-Cao DocuSign Envelope ID:5278FBDE-6365-4ABB-A08F-CBB7E7FBC2B5 DATE(MM/DD/YYYY) ACORO® CERTIFICATE OF LIABILITY INSURANCEF�� 7/1/2024 10/l 0/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER LOckton Companies NAME: 444 W.47th Street,Suite 900 PHONE FAX Kansas City MO 64112-1906 E-MAIL o Ext. A/C No (816)960-9000 ADDRESS: kcasu@,lockton.com 1 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Lloyds of London INSURED NELSON\NYGAARD CONSULTING ASSOCIATES,INC. INSURER B:Zurich American Insurance Company 16535 1418374 2 BRYANT STREET,SUITE 300 INSURER C:American Guarantee and Liab.Ins. Co. 26247 SAN FRANCISCO CA 94105 INSURER D:Allied World Surplus Lines Insurance Company 24319 NELSON/NYGAARD INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 19976920 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP /Y LIMITS LTR POLICY NUMBER MM/DDYYY MM/DD/YYYY B X COMMERCIAL GENERAL LIABILITY Y N GL00926401 7/1/2023 7/1/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTE CLAIMS-MADE X OCCUR PREM SES Ea occu ence $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑JECT PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ MINED C AUTOMOBILE LIABILITY N N BAP0926404 7/1/2023 7/1/2024 Ea acc d.r"l SINGLE LIMIT $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED AUTOS ONLY AUTOSULED BODILY INJURY(Per accident) $ XXXXXXX X HIRED TY X NON-OWNED PROPERDAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY Per accident $ XXXxxXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB CLAIMS-MADE AGGREGATE $ XXXXXXX r_tDED RETENTION$ $ XXXXXXX WORKERS COMPENSATION Y PER OTH- B AND EMPLOYERS'LIABILITY Y/N WC0926402 7/1/2023 7/1/2024 X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $ 1,000,000 A PROFESSIONAL N N GLOPR2302224. 7/1/2023 7/1/2024 $1,000,000 PER CLAIM/S1,000,000 D LIABILITY 0312-4137 7/1/2023 7/1/2024 AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:PROJECT:ORANGE COUNTY PUBLIC TRANSPORTATION SRTP 2022.0686.ORANGE COUNTY,ITS OFFICERS,OFFICIAL AGENTS AND EMPLOYEES ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY,IF REQUIRED BY WRITTEN CONTRACT.WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSUREDS APPLIES AS RESPECTS WORKERS COMPENSATION,IF REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 19976920 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ORANGE COUNTY,NORTH CAROLINA ACCORDANCE WITH THE POLICY PROVISIONS. ATTN:NISHITH TRIVEDI P.O.BOX 8181 AUTHORIZED REPRESENTATIVE HILLSBOROUGH, NC 27278 ©1988'-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD