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HomeMy WebLinkAbout2024-413-E-Finance Dept-Vaco-Financial & Accounting ServicesARPA Sourced 01/22 FINAL [Departmental Use Only] TITLE Vaco LLC FY 2024-25 NORTH CAROLINA SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, “Orange County” or the "County") and Vaco LLC, (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 or supplies, equipment, or products provided (the “Product”) by Provider to County with respect to (insert type of project): general accounting and financial services stated below. ii)By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the Product required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv)The Product to be performed under this Agreement consists 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. v)This Agreement involves the use or expenditure of federal sourced funds. Addenda 1 and 2 that are attached hereto are made part of this Agreement and are fully incorporated herein. 2.Responsibilities of the Provider a.Services to be provided. The Provider shall provide the County with all Product required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL i)The Provider shall exercise reasonable care and diligence in performing Basic Services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these Basic Services. Provider is solely 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 applicable law or contract executed by Provider and creating an affirmative obligation(s) for Provider 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) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement except that in any such conflict involving Addendum 1, Addendum 1 shall control. 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 Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 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 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 attached and as follows: The consultant will provide financial reporting and other financial services including but not limited to general accounting, grants administration, monitoring, reporting, and other related duties as agreed upon. 4.Duration of Services a.Term. The term of this Agreement shall be from 7/01/24 to 6/30/25. 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, to the extent such delay is the result of factors within Provider’s direct control and not the result of actions by the County or its agents, require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform the Basic 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 7/01/24. 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 (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Seventy Five Thousand Dollars ($75,000). 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 in good faith, the County will promptly notify the Provider in writing and may thereafter 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 pursuant to the terms of this Agreement, County may, without Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 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 a.Cooperation and Coordination. The County has designated (Chaz Offenburg) 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 necessary support and information. 7.Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be 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 (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). 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, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including 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 caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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 Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 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 with or without cause or for convenience by either party upon seven (7) days’ prior written notice to the other party. b.Other Termination. Each party acknowledges and agrees to give the other party written notice of not less than seven (7) days prior to termination of this Agreement, and in the event of a termination for breach of the Agreement terms, each party shall have a period of not less than fifteen (15) business days to remedy any breach, which may be extended by the mutual and written agreement of both parties. 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 reasonably incurred or anticipated to be incurred by the County as a direct result of the errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County, to the extent not of a confidential or proprietary nature, 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’ written notice to Provider. Upon any suspension by County pursuant to the terms herein, Provider shall discontinue work on the Basic Services for a period not to exceed thirty (30) days except as may be agreed by the parties in writing and shall not resume the Basic Services until notified to proceed by County. Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 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 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.orangecountync.gov/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. Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 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. 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.Signatures. 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:Chaz Offenburg Josh Haymond P.O. Box 8181 2501 Blue Ridge Road, Suite #400 Hillsborough, NC 27278 Raleigh, NC 27607 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 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: By: _________________________________ Travis Myren, County Manager By: __________________________________ Josh Haymond, Managing Partner Printed Name and Title Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 7/15/20247/16/2024 ARPA Sourced 01/22 FINAL ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Vaco LLC Party/Vendor Contact Person: Josh Haymond Contact Phone:919-522-2492 Party/Vendor Address: 2501 Blue Ridge Road, Suite #400 City Raleigh State: NC Zip: 27607 Department:Finance Amount not to exceed $75,000 Purpose: Financial & Accounting Services Budget Code(s): Multiple Vendor # 67479 (N/A if new vendor)Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/24 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only,Approved by Board in Current FY Budget Yes No 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: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: 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: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: 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: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 7/12/2024 7/12/2024 7/12/2024 7/15/2024 7/15/2024 ARPA Sourced 01/22 FINAL ADDENDUM 1 UNIFORM GUIDANCE (2 C.F.R. PART 200, APPENDIX II, PROVISIONS ADDENDUM This Addendum is attached to and made part of the Agreement between Orange County (“County” or “Orange County”) and Vaco LLC (“Provider” or “Contractor”) dated 7/1/24. For contracts involving the expenditure of federal funds, the Provider is obligated to comply with the following federal laws, rules, and orders: A. Equal Employment Opportunity. For Agreements that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3, during the performance of the Agreement the Provider agrees as follows: 1. The Provider will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Provider will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include but not be 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 Provider agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Provider will, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3. The Provider will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Provider’s legal duty to furnish information. Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 4. The Provider will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the contractor’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. The Provider will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6. The Provider will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7. In the event of the Provider’s noncompliance with the nondiscrimination clauses of the Agreement and this Addendum or with any of the said rules, regulations, or orders, the Agreement may be cancelled, terminated, or suspended in whole or in part and the Provider may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 1126 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8. The Provider will include the portion of the sentence immediately preceding Paragraph (A)(1) and the provisions of Paragraphs (A)(1) – (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Provider will take such action with respect to any subcontractor or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event Provider becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Provider may request the United States enter into such litigation to protect the United States. Orange County further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that Orange County is a local government, therefore the above equal opportunity clause is not applicable to any agency, instrumentality, or subdivision of Orange County which does not participate in work on or under the contract. Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL Orange County agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency’s primary responsibility for ensuring compliance. Orange County further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the Orange County that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, termination, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to Orange County under the program with respect to which the failure or refund occurred until satisfactory assurances of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. B. Davis-Bacon Act, as amended (40 U.S.C. 3141-3144 and 3146-3148). Except as otherwise noted herein, when required by Federal program legislation for prime construction contracts over $2,000, all transactions regarding this Agreement shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The Provider shall comply with 40 U.S.C. 3141-3144 and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. In accordance with the statute, contractors are 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 are required to pay wages not less than once a week. The Provider shall pay its laborers and mechanics the higher of the wages specified in the referenced determination by the Secretary of Labor or the Living Wage as determined in the Orange County Living Wage Policy and the Orange County Operating Budget for the fiscal year in which the Agreement is entered. C. Copeland Anti-Kickback Act. For construction or repair work over $2,000 where the Davis- Bacon Act also applies, the Provider shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this Addendum. The Provider or subcontractor shall insert in any subcontracts the preceding sentence and other such clauses as appropriate agency instructions require, and also a clause requiring the subcontractor 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 these contract clauses. A breach of the requirements of this Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL provision may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. D. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Should this Agreement involve federal funds in excess of $100,000 and the employment of mechanics or laborers, including watchmen and guards, Provider shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5), as follows: 1. Overtime requirements. No Provider or sub-Provider contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of 29 C.F.R.§5.5 the Provider and any sub-Provider responsible therefor shall be liable for the unpaid wages. In addition, such Provider and sub-Provider 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 the clause set forth in paragraph (b)(1) of 29 C.F.R. §5.5, in the sum of $26 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 the clause set forth in paragraph (b)(1) of 29 C.F.R. §5.5. 3. Withholding for unpaid wages and liquidated damages. Orange County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Provider or sub-Provider under any such contract or any other Federal contract with the same prime Provider, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Provider, such sums as may be determined to be necessary to satisfy any liabilities of such Provider or sub-Provider for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of 29 C.F.R. §5.5. 4. Subcontracts. The Provider or sub-Provider shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of 29 C.F.R. §5.5 and also a clause requiring the sub- Providers to include these clauses in any lower tier subcontracts. The prime Provider shall be responsible for compliance by any sub- Provider or lower tier sub-Provider with the clauses set forth in paragraphs (b)(1) through (4) of 29 C.F.R. §5.5. E. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended – Should this purchase involve federal funds in excess of $150,000 Provider shall comply with all applicable standards, orders or regulations issued Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 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): 1.Clean Air Act. a.The Provider agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. b. The Provider agrees to report each violation to Orange County and understands and agrees that Orange County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. c.The Provider agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance. 2.Federal Water Pollution Act. a.The Provider agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. b. The Provider agrees to report each violation to Orange County and understands and agrees that Orange County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. c.The Provider agrees to includes these requirements in each subcontract exceeding $150,000 financed in whole or in part by federal funds. F. Debarment and Suspension. For Agreements meeting the definition of a “covered transaction” for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000, the Provider agrees as follows: 1. The Provider is required to verify that none of the Provider’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2. The Provider must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3. This certification is a material representation of fact relied on by Orange County. If it is later determined that the Provider did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies made available to Orange County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL 4. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. G. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352), as amended. Providers who apply or bid for an award of $100,000 or more shall 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 shall 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 recipient who in turn will forward the certification(s) to the awarding agency. H. Procurement of Recovered Materials (section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act). a.In the performance of this Agreement, Provider shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: i. Competitively within a timeframe providing for compliance with the Agreement performance schedule; ii.Meeting with the Agreement performance requirements; or iii.At a reasonable price b. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site: https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. c.The Provider also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. I. Prohibition On Contracting For Covered Telecommunications Equipment Or Services a.Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy, #405-143-1 Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services As used in this clause— Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL b. Prohibitions. i.Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. ii.Unless an exception in paragraph (c) of this clause applies, the Provider and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee federal funds to: 1. Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; 2. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; 3. Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or 4. Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. c.Exceptions. i.This clause does not prohibit Providers from providing— 1.A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or 2. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. ii.By necessary implication and regulation, the prohibitions also do not apply to: 1. Covered telecommunications equipment or services that: Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL a.Are not used as a substantial or essential component of any system; and b. Are not used as critical technology of any system. 2. Other telecommunications equipment or services that are not considered covered telecommunications equipment or services. d. Reporting requirement. i.In the event the Provider identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during Agreement performance, or the Provider is notified of such by a subcontractor at any tier or by any other source, the Provider shall report the information in paragraph (d)(ii) of this clause to Orange County, unless elsewhere in this Addendum and Agreement are established procedures for reporting the information. ii.The Provider shall report the following information pursuant to paragraph (d)(i) of this clause: 1. Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. 2. Within 10 business days of submitting the information in paragraph (d)(ii)(1) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. e.Subcontracts. The Provider shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments. J. Domestic Preference. In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, the Provider should, to the greatest extent practicable under this Agreement, 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, Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL cement, and other manufactured products). The requirements of this paragraph must be included in all subawards and in all contracts and purchase orders for work or products under this Agreement. K. Right to Inventions Made Under a Contract or Agreement (37 C.F.R. pt. 401). If this Agreement meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and regards the substitution of parties, assignment, or performance of experimental, developmental, or research work, the Federal Government and Orange County have rights in any resulting invention in accordance with 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 applicable federal agency. Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 ARPA Sourced 01/22 FINAL APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Provider, Vaco LLC, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Provider understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. _________________________________________ Signature of Provider’s Authorized Official Josh Haymond, Managing Partner Printed Name and Title of Provider’s Authorized Official Date Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 7/15/2024 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/9/2024 Arthur J.Gallagher Risk Management Services,LLC Creekside Crossing 8 Cadillac Drive,Suite 200 Brentwood TN 37027 615-244-8484 615-377-5101 License#:BR-724491 Travelers Casualty and Surety Company 19038 VACOLLC-01 Travelers Casualty and Surety Co of America 31194Vaco,LLC 5501 Virginia Way Suite 120 FacilityID#03 Brentwood TN 37027 Ascot Insurance Company 23752 2047460343 B X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X 630 2R979085 9/15/2023 9/15/2024 2,000,000 A 1,000,000 X BA 3R106500 9/15/2023 9/15/2024 comp/coll deductible 1000/1000 B X X 25,000,000CUP3R1230849/15/2023 9/15/2024 25,000,000 B X N UB 3R396559 9/15/2023 9/15/2024 1,000,000 1,000,000 1,000,000 B C Primary Cyber/Tech E&O Excess Cyber/Tech E&O ZPP 81N49208 EOXS2310001905-01 9/15/2023 9/15/2023 9/15/2024 9/15/2024 Per Claim/Agg Per Claim/Agg 5,000,000 5,000,000 Orange County Government of North Carolina 405 Meadowlands Drive PO Box 8181 Hillsborough NC 27278 Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6 Docusign Envelope ID: FFF6EC0C-4725-4086-B68A-BC5F9FDE53E6