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HomeMy WebLinkAboutOTHER-2024-044 Legal Services Contract Award for the Department of Social Services DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB Contract#68-2093 Stephenson&Fleming,LLP Contract#68-2093 Fiscal Year Begins July 1, 2024 Ends June 30,2025 This contract is hereby entered into by and between the Orange County Department of Social Services (the "County") and Stephenson & Fleming (the "Contractor") (referred to collectively as the "Parties"). The Contractor's federal tax identification number or Social Security Number is 46-2636528. 1. Contract Documents: This Contract consists of the following documents: (1) This contract (2) The General Terms and Conditions (Attachment A) (3) The Scope of Work, description of services,and rate (Attachment B) (4) Combined Federal Certifications (Attachment C) (5) Conflict of Interest(Attachment D) (6) No Overdue Taxes(Attachment E) (7) State Certification(Attachment M) (8) Non-Discrimination, Clean Air, Clean Water(Attachment N) (9) Outcomes and Reporting(Attachment O) (10) Contract Determination Questionnaire (required on file) These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. Precedence among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents,the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments,the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This contract shall be effective on July 1,2024 and shall terminate on June 30,2025. This contract must be twelve months or less. 4. Contractor's Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B, Scope of Work, and shall meet the requirements set for in Attachment O, Outcomes and Reporting. 5. County's Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. The total amount paid by the County to the Contractor under this contract shall not exceed $266,400. This amount consists of $266,400 in Federal funds (CFDA# ), $ 0 in State Funds, $0 in County funds ® a. There are no matching requirements from the Contractor. ❑ b. The Contractor's matching requirement is $ ,which shall consist of: ❑ In-kind ❑ Cash ❑ Cash and In-kind ❑ Cash and/or In-kind The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed$266,400. 6. Reversion of Funds: Any unexpended grant funds shall revert to the County Department of Social Services/Human Services upon termination of this contract. Contract-General (04/23) Page 1 of 5 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB Contract#68-2093 Stephenson&Fleming,LLP 7. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22 &23 and OMB Circular-CFR Title 2 Grants and Agreements, Part 200, and shall disclose all information required by 42 USC 455.104, or 42 USC 455.105, or 42 USC 455.106. 8. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 9. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name,post office address, street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For Services Performed on Behalf of the Department of Social Services: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Crystal Mitchell,Human Services Program Manager Crystal Mitchell,Human Services Program Manager Orange County Department of Social Services Orange County Department of Social Services PO Box 8181 113 Mayo St Hillsborough NC 27278 Hillsborough NC 27278 919-245-2767 919-245-2767 cmitchellgoran e�tync.gov cmitchellkoran eg countync.gov For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Deana K. Fleming Deana K. Fleming Stephenson&Fleming,LLP Stephenson&Fleming,LLP 109 Conner Dr, Suite 208 109 Conner Dr, Suite 208 Chapel Hill NC 27514 Chapel Hill NC 27514 919-869-7795 919-869-7795 dkf@childandfamLlylawyers.com dkf@childandfamilylgMers.com 10. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract shall be used only to supplement,not to supplant, the total amount of federal, state and local public funds that the Contractor otherwise expends for contract services and related programs. Funds received under this contract shall be used to provide additional public funding for such services;the funds shall not be used to reduce the Contractor's total expenditure of other public funds for such services. 11. Disbursements: As a condition of this contract,the Contractor acknowledges and agrees to make disbursements in accordance with the following requirements: Contract-General (04/23) Page 2 of 5 DocuSign Envelope ID:675A1 D41-4B1 6-4980-B798-628F35E22EDB Contract#68-2093 Stephenson&Fleming,LLP (a) Implement adequate internal controls over disbursements; (b) Pre-audit all vouchers presented for payment to determine: • Validity and accuracy of payment • Payment due date • Adequacy of documentation supporting payment • Legality of disbursement (c) Assure adequate control of signature stamps/plates; (d) Assure adequate control of negotiable instruments; and (e) Implement procedures to insure that account balance is solvent and reconcile the account monthly. 12. Outsourcing to Other Countries: The Contractor certifies that it has identified to the County all jobs related to the contract that have been outsourced to other countries, if any. The Contractor further agrees that it will not outsource any such jobs during the term of this contract without providing notice to the County. 13. Federal Certifications: Individuals and Organizations receiving federal funds must ensure compliance with certain certifications required by federal laws and regulations. The contractor is hereby complying with Certifications regarding Nondiscrimination,Drug-Free Workplace Requirements,Environmental Tobacco Smoke,Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, and Lobbying. These assurances and certifications are to be signed by the contractor's authorized representative. 14. Specific Language Not Previously Addressed: (can be delted if not needed) 15. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. Contract-General (04/23) Page 3 of 5 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB Contract#68-2093 Stephenson&Fleming,LLP The Contractor and the County have executed this contract in duplicate originals, with one original being retained by each party. Stephenson&Fleming,LLP DocuSigned by: &&ku' 'a" 6/21/2024 Signature Date Deana Fleming Partner Printed Name Title r"'I by:6Vt,litlf (�AaMtMf VS�f t1 7/5/2024 Signature Date Bonnie Hammersley County Manager Printed Name Title h'f,J41§-ilfiL nt has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. �K'V LOVI"tlus.00u 6/27/2024 Signature o ounty Finance Officer Date Contract-General (04/23) Page 4 of 5 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB Contract#68-2093 Stephenson&Fleming,LLP ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Stephenson&Fleming LLP Vendor Contact Person: Deana K.Fleming Phone: 919-869-7795 Address: 109 Conner Dr,Suite 208 City Chapel Hill State:NC Zip:27514 Department: Social Services Amount: $266,400 Purpose: legal services Budget Code(s): 10400220-634000 Vendor#62032 Vendor Status with NCSOS: Current-Active is a BOCC consultant: ❑Yes ®No Contract Details Contract Type: ®New ❑Amendment(Original Contract: )(Most Recent Amendment ) Effective Date 7/l/24 End Date 6/30/25 Notice Date (Notice Purpose ) Award ®Approved by Board(Agenda Date: 6/18/24); ❑Made or Administered by Signature Authority ❑ BOCC Express Delegation(Agenda Date: 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 addressed: uocusignea by: Department Director's Signature N -1 (Slbv, Date: 6/24/2024 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 sufficiency Qgystandards, specifications,and requirements: Office of the Risk Management Officer l�.c,(,m 4 dt,V 6/25/2024 Date: Financial Services This instrument has been pre-audited i �Wquired by the Local Government Budget and Fiscal Control Act: Qrtvt �ovl,rt Or.ovL 6/27/2024 Office of the Chief Financial Officer toc Date: Legal Services This agreement is approved as to&ggf#kW1kM sufficiency: Office of the County Attorney Auroaw ptLru. Date: 7/5/2024 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: Contract-General (04/23) Page 5 of 5 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties the County or the Contractor, receiving services or benefits under this contract shall be deemed an incidental Independent Contractor: The Contractor is and shall beneficiary only. be deemed to be an independent contractor in the performance of this contract and as such shall be wholly Indemnity and Insurance responsible for the work to be performed and for the supervision of its employees. The Contractor represents Indemnification: The Contractor agrees to indemnify that it has,or shall secure at its own expense,all personnel and hold harmless the County and any of their officers, required in performing the services under this agreement. agents and employees, from any claims of third parties Such employees shall not be employees of, or have any arising out or any act or omission of the Contractor in individual contractual relationship with the County. connection with the performance of this contract. Subcontracting: The Contractor shall not subcontract Insurance: During the term of the contract, the any of the work contemplated under this contract without Contractor at its sole cost and expense shall provide prior written approval from the County. Any approved commercial insurance of such type and with such terms subcontract shall be subject to all conditions of this and limits as may be reasonably associated with the contract.Only the subcontractors specified in the contract contract. As a minimum,the Contractor shall provide and documents are to be considered approved upon award of maintain the following coverage and limits: the contract. The County shall not be obligated to pay for (a) Worker's Compensation - The contractor shall any work performed by any unapproved subcontractor. provide and maintain Worker's Compensation The Contractor shall be responsible for the performance Insurance as required by the laws of North of all of its subcontractors. Carolina,as well as employer's liability coverage with minimum limits of $500,000.00, covering Assignment: No assignment of the Contractor's all of Contractor's employees who are engaged in obligations or the Contractor's right to receive payment any work under the contract. If any work is hereunder shall be permitted. However, upon written sublet, the Contractor shall require the request approved by the issuing purchasing authority,the subcontractor to provide the same coverage for County may: any of his employees engaged in any work under (a) Forward the Contractor's payment check(s) the contract. directly to any person or entity designated by the (b) Commercial General Liability - General Contractor,or Liability Coverage on a Comprehensive Broad (b) Include any person or entity designated by Form on an occurrence basis in the minimum Contractor as a joint payee on the Contractor's amount of $1,000,000.00 Combined Single payment check(s). Limit.(Defense cost shall be in excess of the limit In no event shall such approval and action obligate the of liability.) County to anyone other than the Contractor and the (c) Automobile Liability Insurance: The Contractor shall remain responsible for fulfillment of all Contractor shall provide automobile liability contract obligations. insurance with a combined single limit of $500,000.00 for bodily injury and property Beneficiaries: Except as herein specifically provided damage; a limit of $500,000.00 for otherwise,this contract shall inure to the benefit of and be uninsured/under insured motorist coverage;and a binding upon the parties hereto and their respective limit of $25,000.00 for medical payment successors. It is expressly understood and agreed that the coverage. The Contractor shall provide this enforcement of the terms and conditions of this contract, insurance for all automobiles that are: and all rights of action relating to such enforcement, shall (a) owned by the Contractor and used in the be strictly reserved to the County and the named performance of this contract; Contractor.Nothing contained in this document shall give (b) hired by the Contractor and used in the or allow any claim or right of action whatsoever by any performance of this contract; and other third person.It is the express intention of the County (c) Owned by Contractor's employees and and Contractor that any such person or entity, other than used in performance of this contract("non- General Terms and Conditions—(06/16) Page 1 of 5 DocuSign Envelope ID:675A1 D41-4B1 6-4980-B798-628F35E22EDB owned vehicle insurance"). Non-owned vehicle insurance protects employers Default and Termination when employees use their personal vehicles for work purposes. Non-owned Termination Without Cause: The County may vehicle insurance supplements, but does terminate this contract without cause by giving 30 days not replace, the car-owner's liability written notice to the Contractor. insurance. Termination for Cause: If, through any cause, the The Contractor is not required to provide and maintain Contractor shall fail to fulfill its obligations under this automobile liability insurance on any vehicle—owned, contract in a timely and proper manner, the County shall hired, or non-owned--unless the vehicle is used in the have the right to terminate this contract by giving written performance of this contract. notice to the Contractor and specifying the effective date (d) The insurance coverage minimums specified in thereof In that event, all finished or unfinished subparagraph(a) are exclusive of defense costs. deliverable items prepared by the Contractor under this (e) The Contractor understands and agrees that the contract shall, at the option of the County, become its insurance coverage minimums specified in property and the Contractor shall be entitled to receive subparagraph (a) are not limits, or caps, on the just and equitable compensation for any satisfactory work Contractor's liability or obligations under this contract. completed on such materials, minus any payment or (f) The Contractor may obtain a waiver of any one or more compensation previously made. Notwithstanding the of the requirements in subparagraph (a) by foregoing provision, the Contractor shall not be relieved demonstrating that it has insurance that provides of liability to the County for damages sustained by the protection that is equal to or greater than the coverage County by virtue of the Contractor's breach of this and limits specified in subparagraph(a). The County agreement, and the County may withhold any payment shall be the sole judge of whether such a waiver due the Contractor for the purpose of setoff until such should be granted. time as the exact amount of damages due the County from (g) The Contractor may obtain a waiver of any one or more such breach can be determined. In case of default by the of the requirements in paragraph(a)by demonstrating Contractor, without limiting any other remedies for that it is self-insured and that its self-insurance breach available to it, the County may procure the provides protection that is equal to or greater than the contract services from other sources and hold the coverage and limits specified in subparagraph (a). Contractor responsible for any excess cost occasioned The County shall be the sole judge of whether such a thereby. The filing of a petition for bankruptcy by the waiver should be granted. Contractor shall be an act of default under this contract. (h) Providing and maintaining the types and amounts of insurance or self-insurance specified in this paragraph Waiver of Default: Waiver by the County of any default is a material obligation of the Contractor and is of the or breach in compliance with the terms of this contract by essence of this contract. the Provider shall not be deemed a waiver of any (i) The Contractor shall only obtain insurance from subsequent default or breach and shall not be construed to companies that are authorized to provide such be modification of the terms of this contract unless stated coverage and that are authorized by the to be such in writing, signed by an authorized Commissioner of Insurance to do business in the State representative of the County and the Contractor and of North Carolina. All such insurance shall meet all attached to the contract. laws of the State of North Carolina. (j) The Contractor shall comply at all times with all Availability of Funds: The parties to this contract agree lawful terms and conditions of its insurance policies and understand that the payment of the sums specified in and all lawful requirements of its insurer. this contract is dependent and contingent upon and subject (k) The Contractor shall require its subcontractors to to the appropriation, allocation, and availability of funds comply with the requirements of this paragraph. for this purpose to the County. (1) The Contractor shall demonstrate its compliance with the requirements of this paragraph by submitting Force Majeure: Neither party shall be deemed to be in certificates of insurance to the County before the default of its obligations hereunder if and so long as it is Contractor begins work under this contract. prevented from performing such obligations by any act of war,hostile foreign action,nuclear explosion,riot,strikes, Transportation of Clients by Contractor: The civil insurrection,earthquake,hurricane,tornado,or other contractor will maintain Insurance requirements if catastrophic natural event or act of God. required as noted under Article 7 Rule R2-36 of the North Carolina Utilities Commission. General Terms and Conditions—(06/16) Page 2 of 5 DocuSign Envelope ID:675A1 D41-4B1 6-4980-B798-628F35E22EDB Survival of Promises: All promises, requirements, terms,conditions,provisions,representations,guarantees, (a) Data Security: The Contractor shall adopt and and warranties contained herein shall survive the contract apply data security standards and procedures expiration or termination date unless specifically that comply with all applicable federal, state and provided otherwise herein, or unless superseded by local laws,regulations,and rules. applicable Federal or State statutes of limitation. (b) Duty to Report: The Contractor shall report a Intellectual Property Rights suspected or confirmed security breach to the local Department of Social Services Contract Copyrights and Ownership of Deliverables: All Administrator within twenty-four(24)hours deliverable items produced pursuant to this contract are after the breach is first discovered,provided that the exclusive property of the County. The Contractor the Contractor shall report a breach involving shall not assert a claim of copyright or other property Social Security Administration data or Internal interest in such deliverables. Revenue Service Data within one(1)hour after the breach is first discovered. Federal Intellectual Property Bankruptcy Protection Act: The Parties agree that the County shall be entitled to (c) Cost Borne by Contractor: If any applicable all rights and benefits of the Federal Intellectual Property federal, state,or local law,regulation or rule Bankruptcy Protection Act,Public Law 100-506,codified requires the Contractor give written notice of a at 11 U.S.C. 365 (n)and any amendments thereto. security breach to affected persons,the Contract shall bear the cost of the notice. Compliance with Applicable Laws Trafficking Victims Protection Act of 2000: Compliance with Laws: The Contractor shall comply The Contractor will comply with the requirements of with all laws, ordinances, codes, rules, regulations, and Section 106(g) of the Trafficking Victims Protection Act licensing requirements that are applicable to the conduct of 2000, as amended(22 U.S.C. 7104) of its business,including those of federal, state,and local agencies having jurisdiction and/or authority. By Executive Order#24: It is unlawful for any vendor, executing this Agreement Provider certifies that contractor, subcontractor or supplier of the state to make Provider has not been identified, and has not utilized gifts or to give favors to any state employee. For the services of any agent or subcontractor, on the list additional information regarding the specific created by the State Treasurer pursuant to G.S. 147- requirements and exemptions, contractors are 86.58. encouraged to review Executive Order 24 and G.S. Sec. 133-32. Title VI,Civil Rights Compliance: In accordance with Confidentiality Federal law and U.S.Department of Agriculture(USDA) and U.S. Department of Health and Human Services Confidentiality: Any information, data, instruments, (HHS) policy, this institution is prohibited from documents, studies or reports given to or prepared or discriminating on the basis of race,color,national origin, assembled by the Contractor under this agreement shall sex, age or disability. Under the Food Stamp Act and be kept as confidential and not divulged or made available USDA policy, discrimination is prohibited also on the to any individual or organization without the prior written basis of religion or political beliefs. approval of the County. The Contractor acknowledges Equal Employment Opportunity: The Contractor shall that in receiving, storing,processing or otherwise dealing comply with all federal and State laws relating to equal with any confidential information it will safeguard and not further disclose the information except as otherwise employment opportunity. provided in this contract. Health Insurance Portability and Accountability Act Oversight (HIPAA): The Contractor agrees that,if the County determines that some or all of the activities within the Access to Persons and Records: The State Auditor shall scope of this contract are subject to the Health Insurance have access to persons and records as a result of all Portability and Accountability Act of 1996,P.L. 104-91, contracts or grants entered into by State agencies or as amended("HIPAA"), or its implementing regulations, political subdivisions in accordance with General Statute it will comply with the HIPAA requirements and will 147-64.7. Additionally,as the State funding authority,the execute such agreements and practices as the County Department of Health and Human Services shall have may require to ensure compliance. General Terms and Conditions—(06/16) Page 3 of 5 DocuSign Envelope ID:675A1 D41-4B1 6-4980-B798-628F35E22EDB access to persons and records as a result of all contracts or grants entered into by State agencies or political Pursuant to G.S. 143-48.5, the undersigned hereby subdivisions. certifies that the Contractor named below, and the Contractor's subcontractors, complies with the Record Retention: Records shall not be destroyed, requirements of Article 2 of Chapter 64 of the NC General purged or disposed of without the express written consent Statutes. of the Division. State basic records retention policy requires all grant records to be retained for a minimum of Miscellaneous five years or until all audit exceptions have been resolved, whichever is longer. If the contract is subject to federal Choice of Law: The validity of this contract and any of policy and regulations, record retention may be longer its terms or provisions, as well as the rights and duties of than five years since records must be retained for a period the parties to this contract, are governed by the laws of of three years following submission of the final Federal North Carolina. The Contractor, by signing this contract, Financial Status Report, if applicable, or three years agrees and submits, solely for matters concerning this following the submission of a revised final Federal Contract, to the exclusive jurisdiction of the courts of Financial Status Report. Also, if any litigation, claim, North Carolina and agrees, solely for such purpose, that negotiation, audit, disallowance action, or other action the exclusive venue for any legal proceedings shall be involving this Contract has been started before expiration Orange County,North Carolina.The place of this contract of the five-year retention period described above, the and all transactions and agreements relating to it,and their records must be retained until completion of the action situs and forum, shall be Orange County,North Carolina, and resolution of all issues which arise from it,or until the where all matters, whether sounding in contract or tort, end of the regular five-year period described above, relating to the validity, construction, interpretation, and whichever is later. The record retention period for enforcement shall be determined. Temporary Assistance for Needy Families (TANF) and MEDICAID and Medical Assistance grants and programs Amendment: This contract may not be amended orally must be retained for a minimum of ten years. or by performance. Any amendment must be made in written form and executed by duly authorized Warranties and Certifications representatives of the County and the Contractor. Date and Time Warranty: The Contractor warrants that Severability: In the event that a court of competent the product(s) and service(s) furnished pursuant to this jurisdiction holds that a provision or requirement of this contract ("product" includes, without limitation, any contract violates any applicable law, each such provision piece of equipment, hardware, firmware, middleware, or requirement shall continue to be enforced to the extent custom or commercial software, or internal components, it is not in violation of law or is not otherwise subroutines, and interfaces therein)that perform any date unenforceable and all other provisions and requirements and/or time data recognition function, calculation, or of this contract shall remain in full force and effect. sequencing will support a four digit year format and will provide accurate date/time data and leap year Headings: The Section and Paragraph headings in these calculations. This warranty shall survive the termination General Terms and Conditions are not material parts of or expiration of this contract. the agreement and should not be used to construe the meaning thereof. Certification Regarding Collection of Taxes: G.S. 143- 59.1 bars the Secretary of Administration from entering Time of the Essence: Time is of the essence in the into contracts with vendors that meet one of the conditions performance of this contract. of G.S. 105-164.8(b)and yet refuse to collect use taxes on sales of tangible personal property to purchasers in North Key Personnel: The Contractor shall not replace any of Carolina. The conditions include: (a) maintenance of a the key personnel assigned to the performance of this retail establishment or office; (b) presence of contract without the prior written approval of the County. representatives in the State that solicit sales or transact The term "key personnel" includes any and all persons business on behalf of the vendor; and (c) systematic identified as such in the contract documents and any other exploitation of the market by media-assisted, media- persons subsequently identified as key personnel by the facilitated, or media-solicited means. The Contractor written agreement of the parties. certifies that it and all of its affiliates (if any) collect all required taxes. Care of Property: The Contractor agrees that it shall be responsible for the proper custody and care of any E-Verify property furnished to it for use in connection with the General Terms and Conditions—(06/16) Page 4 of 5 DocuSign Envelope ID:675A1 D41-4B1 6-4980-B798-628F35E22EDB performance of this contract and will reimburse the Advertising: The Contractor shall not use the award of County for loss of, or damage to, such property. At the this contract as a part of any news release or commercial termination of this contract, the Contractor shall contact advertising. the County for instructions as to the disposition of such property and shall comply with these instructions. Orange County Living Wage: Orange County is committed to providing its employees with a living wage Travel Expenses: Reimbursement, if provided in this and encourages agencies to which it provides funding to Agreement, to the Contractor for travel mileage, meals, pursue the same goal. The County's living wage hourly lodging and other travel expenses incurred in the standard, as adopted by the Orange County Board of performance of this contract shall not exceed the rates County Commissioners annually, can be found in the established in County policy. Orange County Budget Ordinance. To the extent possible,Orange County recommends that the Contractor Sales/Use Tax Refunds: If eligible, the Contractor and and all subcontractors provide a living wage, as defined all subcontractors shall: (a) ask the North Carolina in this section,to their employees. Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this contract, Signatures: This Agreement together with any pursuant to G.S. 105-164.14; and (b) exclude all amendments or modifications may be executed refundable sales and use taxes from all reportable electronically. All electronic signatures affixed hereto expenditures before the expenses are entered in their evidence the intent of the Parties to comply with Article reimbursement reports. 11A and Article 40 of North Carolina General Statute Chapter 66. General Terms and Conditions—(06/16) Page 5 of 5 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB ATTACHMENT B— Scope of Work Federal Tax Id. or SSN 46-2636528 Contract# 68-2093 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Stephenson&Fleming, LLP 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program(s): legal services 4. Status: ❑ Public ❑ Private,Not for Profit ® Private, For Profit 5. Contractor's Financial Reporting Year January—December B. Explanation of Services to be provided and to whom(include SIS Service Code): The Contractor will provide legal consultation to agency staff regardingchild hild protective services, foster care and adoption programs, adult protective services, adult guardianship, and social services confidentiality laws. The Contractor will conduct court proceedings and handle other legal matters on behalf of the County related to child protective services, foster care and adoption, and adult protective services, adult ,guardianship. The Contract is required to meet all goals and outcomes list in Attachment O. C. Rate per unit of Service (define the unit): 1. If Standard Fixed Rate, Maximum Allowable, (See Rates for Services Chart) 2. Negotiated County Rate. $185/hour D. Number of units to be provided: E. Details of Billing process and Time Frames: The County will reimburse the Contractor for services described in this contract up to the budgetary limits of the contract allotment. For reimbursement, the Contractor must submit an original and two copies of an invoice by the fifth of the month for the preceding month's expenditures to the designated County Administrator. The County will reimburse the Contractor monthly upon receipt of a complete and correctly filed report. The Contractor shall be compensated at the hourly rate set forth in this contract for attendance at programs, meetings, and seminars relating to Social Services law, and for any training provided to the Department's employees, and shall be reimbursed for lodging and transportation necessary for attendance at those programs, meetings, Contract-Scope of Work (7-2008) Page 1 of 2 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB seminars, and presentations. The Contractor will not be reimbursed for mileage or time spent traveling other than for these programs, meetings, seminars, and presentations. The Contractor shall be reimbursed for the services of expert witnesses hired to assist the Contractor in the performance of the Contractor's duties to the Count. F. Area to be served/Delivery site(s): Orange County DocuSigned by: Naun.� �esfew (Nancy Coston,Social Services Director) 6/24/2024 (Date Submitted) DocuSigned Iby: [ (Signature of Contractor) 6/21/2024 (Date Submitted) Contract-Scope of Work (7-2008) Page 2of 2 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB ATTACHMENT C FEDERAL CERTIFICATIONS The undersigned states that: I. He or she is the duly authorized representative of the Contractor named below; 2. He or she is authorized to make, and does hereby make, the following certifications on behalf of the Contractor,as set out herein: a. The Certification Regarding Nondiscrimination; b. The Certification Regarding Drug-Free Workplace Requirements; c. The Certification Regarding Environmental Tobacco Smoke; d. The Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions;and e. The Certification Regarding Lobbying; 3. He or she has completed the Certification Regarding Drug-Free Workplace Requirements by providing the addresses at which the contract work will be performed; 4. [Check the applicable statement] [ ] He or she has completed the attached Disclosure Of Lobbying Activities because the Contractor has made, or has an agreement to make,a payment to a lobbying entity 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 a covered Federal action; OR [vj"'He or she has not completed the attached Disclosure Of Lobbying Activities because the Contractor has not made, and has no agreement to make, any payment to any lobbying entity for influencing or attempting to influence any officer or employee of any agency, any Member of Congress, any officer or employee of Congress, or any employee of a Member of Congress in connection with a covered Federal action. 5. The Contractor shall require its subcontractors, if any,to make the same certifications and disclosure. Signature Title ��• S� saw �- /���,,,,,• L1.� /�' l zoZ.¢ Contractor Name Date [This Certification Must be Signed by the Same Individual Who Signed the Proposal Execution Page] I. Certification Regarding Nondiscrimination The Contractor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended(42 U.S.C. §§6101-6107),which prohibits discrimination on the basis of age; (e)the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism;(g)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy,which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. II. Certification Regarding Drug-Free Workplace Requirements 1. The Contractor certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug-free awareness program to inform employees about: i. The dangers of drug abuse in the workplace; ii. The Contractor's policy of maintaining a drug-free workplace; iii. Any available drug counseling, rehabilitation,and employee assistance programs;and iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph(a); d. Notifying the employee in the statement required by paragraph (a)that, as a condition of employment under the agreement,the employee will: i. Abide by the terms of the statement; and ii. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; e. Notifying the Department within ten days after receiving notice under subparagraph (d)(ii) from an employee or otherwise receiving actual notice of such conviction; f. Taking one of the following actions, within 30 days of receiving notice under subparagraph(d)(ii), with respect to any employee who is so convicted: i. Taking appropriate personnel action against such an employee, up to and including termination; or ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and g. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a),(b),(c), (d),(e), and(f). 2. The sites for the performance of work done in connection with the specific agreement are listed below(list all sites;add additional pages if necessary): Address \ O'�A COVIVICe Ste-. Svrke 2o'S Street DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB L1n 0j?5!l .K ,\k , City, State,Zip Code Street City, State,Zip Code 3. Contractor will inform the Department of any additional sites for performance of work under this agreement. 4. False certification or violation of the certification maybe grounds for suspension of payment,suspension or termination of grants,or government-wide Federal suspension or debarment. 45 C.F.R. 82.510. III. Certification Regarding Environmental Tobacco Smoke Public Law 103-227, Part C-Environmental Tobacco Smoke, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health,day care, education,or library services to children under the age of 18, if the services are funded by Federal programs either directly or through State or local governments,by Federal grant,contract, loan,or loan guarantee.The law does not apply to children's services provided in private residences,facilities funded solely by Medicare or Medicaid funds, and portions of facilities used for inpatient drug or alcohol treatment. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to$1,000.00 per day and/or the imposition of an administrative compliance order on the responsible entity. The Contractor certifies that it will comply with the requirements of the Act. The Contractor further agrees that it will require the language of this certification be included in any subawards that contain provisions for children's services and that all subgrantees shall certify accordingly. IV. Certification Regarding Debarment,Suspension,Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions Instructions [The phrase "prospective lower tier participant" means the Contractor.] 1. By signing and submitting this document, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of the fact upon which reliance was placed when this transaction was entered into. if it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originate may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant will provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person,""primary covered transaction,""principal," "proposal,"and"voluntarily excluded,"as used in this clause,have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549,45 CFR Part 76. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into,it shall not knowingly enter any lower tier covered transaction with a person who is debarred,suspended, DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB determined ineligible or voluntarily excluded from participation in this covered transaction unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause.The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized in paragraph 5 of these instructions,if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended,debarred,ineligible,or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension, and/or debarment. Certification 1. The prospective lower tier participant certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. V. Certification Regarding Lobbying The Contractor 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 any 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, 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 Federally funded contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form SF-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award document for subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) who receive federal funds of$100,000.00 or more and that all subrecipients shall certify and disclose accordingly. 4. 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 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB 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 $10,000.00 and not more than $100,000.00 for each such failure. VI. Disclosure of Lobbying Activities Instructions This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action,or a material change to a previous filing,pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity 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 a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. I. Identify the status of the covered Federal action. 2. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 3. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is,or expects to be,a prime or sub-award recipient. Identify the tier of the subawardee,e.g., the first subawardee of the prime is the 1 st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 4. If the organization filing the report in Item 4 checks "Subawardee",then enter the full name, address,city, state and zip code of the prime Federal recipient. Include Congressional District, if known. 5. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation,United States Coast Guard. 6. Enter the Federal program name or description for the covered Federal action(Item 1). If known,enter the full Catalog of Federal Domestic Assistance(CFDA)number for grants, cooperative agreements, loans, and loan commitments. 7. Enter the most appropriate Federal Identifying number available for the Federal action identified in Item 1 (e.g.,Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant, or loan award number,the application/proposal control number assigned by the Federal agency). Include prefixes,e.g., "RFP- DE-90-001." 8. For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the Federal amount of the award/loan commitment for the prime entity identified in Item 4 or 5. 9. (a) Enter the full name,address,city,state and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s)performing services,and include full address if different from 10(a). Enter Last Name, First Name and Middle Initial (MI). DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB 10. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity(Item 4)to the lobbying entity(Item 10). Indicate whether the payment has been made(actual)or will be made(planned). Check all boxes that apply. If this is a material change report,enter the cumulative amount of payment made or planned to be made. 11. Check the appropriate boxes. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 12. Check the appropriate boxes. Check all boxes that apply. If other,specify nature. 13. Provide a specific and detailed description of the services that the lobbyist has performed,or will be expected to perform, and the date(s)of any services rendered. Include all preparatory and related activity,not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s)of Congress that were contacted. 14. Check whether or not a SF-LLL-A Continuation Sheets) is attached. 15. The certifying official shall sign and date the form,print his/her name,title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project 0348-0046 , Washington, D.C.20503 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB r,i i•ACHMENT D CONFLICT OF INTEREST ACKNOWLEDGEMENT AND POLICY State of County v oiv1 f- Notary Public for said County and State, certify that e U�q ec--itn personally appeared before me this day and acknowledged that he/she is of C�l�f7l� f2 [name of Organization] and by that authority duly given and as the act of the Organization, affirmed that the foregoing Conflict of Interest Policy was adopted by the Board of Directors/Trustees or other governing body in a meeting held on the 15""' day of_ \ , Sworn to and subscribed before me this �5 day of q`0`````,` ,N„t i rrrrrrrrrr`f'fp F c� C) icial Seal) - Notar�<Pube PU�3v My Commission expires 201k , "G E O4,`t., err n�, ■■rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrru rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr■ Instruction for Organization: Sign and attach the following pages after adopted by the Board of Directors/Trustees or other governing body OR replace the following with the current adopted conflict of interest policy. Name of Organization ignature of Organization Official NCDHHS COI 1015 (Rev. 4/1 1) DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB Conflict of Interest Policy Example The Board of Directors/Trustees or other governing persons, officers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Organization's Board of Directors/Trustees or other governing body, officers, staff and agents are obligated to always act in the best interest of the organization. This obligation requires that any Board member or other governing person, officer, employee or agent, in the performance of Organization duties, seek only the furtherance of the Organization mission. At all times, Board members or other governing persons, officers, employees or agents, are prohibited from using their job title, the Organization's name or property, for private profit or benefit. A. The Board members or other governing persons, officers, employees, or agents of the Organization should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractors/vendors, persons receiving benefits from the Organization or persons who may benefit from the actions of any Board member or other governing person, officer, employee or agent. This is not intended to preclude bona-fide Organization fund raising-activities. B. A Board or other governing body member may, with the approval of Board or other governing body, receive honoraria for lectures and other such activities while not acting in any official capacity for the Organization. Officers may, with the approval of the Board or other governing body, receive honoraria for lectures and other such activities while on personal days,compensatory time,annual leave,or leave without pay. Employees may,with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. If a Board or other governing body member, officer, employee or agent is acting in any official capacity, honoraria received in connection with activities relating to the Organization are to be paid to the Organization. C. No Board member or other governing person, officer, employee, or agent of the Organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where, to his knowledge, any of the following has a financial interest in that purchase or contract: 1. The Board member or other governing person, officer, employee, or agent; 2. Any member of their family by whole or half blood, step or personal relationship or relative-in-law; 3. An organization in which any of the above is an officer, director, or employee; 4. A person or organization with whom any of the above individuals is negotiating or has any arrangement concerning prospective employment or contracts. D. Duty to Disclosure--Any conflict of interest, potential conflict of interest,or the appearance of a conflict of interest is to be reported to the Board or other governing body or one's supervisor immediately. E. Board Action -- When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest.After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s)shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body. F. Violations of the Conflicts of Interest Policy -- If the Board of Directors/Trustees or other governing body has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board of Directors/Trustees or other governing body determines the member, officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. NCDHHS C0I1015 (Rev.4/11) DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB G. Record of Conflict -- The minutes of the governing board and all committees with board delegated powers shall contain: 1. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest, the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. Approved by: S4-whensvrs Name of Organization'-- /&��--;e - 4e!22"� Signature of Organization Official 69-4 / 00 ZL/ Date NCDHHS COI 1015 (Rev.4/11) DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB State Grant Certification -- No Overdue Tax Debts Instructions: Grantee/Contractor should complete this certification for all state funds received. Entity should enter appropriate data in the yellow highlighted areas. The completed and signed form should be provided to the state agency funding the grant to be attached to the contract for the grant funds. A copy of this form, along with the completed contract, should be kept by the funding agency and available for review by the Office of State Budget and Management. Vole": /f,rott hav<,a eloltPP`eull that exionds fl fw(r'th(m oflo ;tat"fisted/ ."(?r. wool will Fwv(/to(7/fohl ent tlfl'/idrt"(d(`rrV'Y!%lE'Clltt)f?,fvP colifolof, 04/18/2024 To: Nancy Coston, Director, Orange County Department of Social Services Certification: We certify that the law firm of Stephenson & Fleming, LLP does not have any overdue tax debts, as defined by N.C.G.S. 105-243.1, at the federal, State, or local level. We further understand that any person who makes a false statement in violation of N.C.G.S. 143C-6-23(c) is guilty of a criminal offense punishable as provided by N.C.G.S.) 143C-10-1(b). Sworn Statement: Angenette Stepheson and Deana K. Fleming being duly sworn, say that we are Partners, respectively, of Stephenson & Fleming, LLP of Chapel Hill in the State of North Carolina; and that the foregoing certification is true, accurate and complete to the best of our knowledge and was made and subscribed by us. We also acknowledge and understand that any misuse of State funds will be reported to thpIppropriate authorities for further action. Avm� Partn ana K. Fleming Y®eq @7tb PP61g FNEY Partn An nette Stephenson f , Sworn to and subscribed before me on the day of the date of said certification. A My Commission Expires: . Lk,-20-L('°r (Notary Signature Seal) If there are any questions,please contact the state agency that provided your grant. if needed,you may contadlf the'+N&W b Carolina Office of State Budget and Management:NCGrants@osbm.nc.gov-(919)807-4795 I G.S. 105-243.1 defines: Overdue tax debt.—Any part of a tax debt that remains unpaid 90 days or more after the notice of final assessment was mailed to the taxpayer.The term does not include a tax debt, however, if the taxpayer entered into an installment agreement for the tax debt under G.S. 105-237 within 90 days after the notice of final assessment was mailed and has not failed to make any payments due under the installment agreement." Page 1 of 1 MS&NCD Form 0008 Eff.July 1,2005 Revised July 18,2006,7/07,8/09,9/11 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB ATTACHMENT M STATE AND LOCAL CERTIFICATIONS Contractor Certifications Required by North Carolina Law Orange County Department of Social Services Instructions: The person who signs this document should read the text of the statutes and Executive Order listed below and consult with counsel and other knowledgeable persons before signing. The text of each North Carolina General Statutes and of the Executive Order can be found online at: • Article 2 of Chapter 64: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_64/Article_2.pdf • G.S. 133-32: http://www.ncga.state.nc.us/ ag scripts/statutes/statutelookup.pl?statute=133-32 • Executive Order No. 24(Perdue,Gov.,Oct. 1,2009): http://www.ethicscommission.nc.gov/librqa/Tdfs/Laws/E024.pdf • G.S. 105-164.8(b): http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_105/GS_105- 164.8.pdf • G.S. 143-48.5: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chgpter_143/GS_143- 48.5.html • G.S. 143-59.1: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chgpter_143/GS_143- 59.l.pdf • G.S. 143-59.2: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143- 59.2.pdf • G.S. 143-133.3: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143- 133.3.html • G.S. 143B-139.6C: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143B/GS_143B-139.6C.pdf • The text of Orange County Living Wage Contractor Policy which is attached to this document. Certifications (1) Pursuant to G.S. 133-32 and Executive Order No. 24 (a) Neither the Contractor nor any of its affiliates has (Perdue, Gov., Oct. 1, 2009), the undersigned hereby refused to collect the use tax levied under Article 5 certifies that the Contractor named below is in of Chapter 105 of the General Statutes on its sales compliance with, and has not violated,the provisions of delivered to North Carolina when the sales met one either said statute or Executive Order. or more of the conditions of G.S. 105-164.8(b);and (2) Pursuant to G.S. 143-48.5 and G.S. 143-133.3, the undersigned hereby certifies that the Contractor named (b) [check one of the following boxes] below, and the Contractor's subcontractors, complies © Neither the Contractor nor any of its affiliates with the requirements of Article 2 of Chapter 64 of the has incorporated or reincorporated in a "tax NC General Statutes,including the requirement for each haven country" as set forth in G.S. 143- employer with more than 25 employees in North 59.1(c)(2)after December 31,2001; or Carolina to verify the work authorization of its employees through the federal E-Verify system." E- Verify System Link: www.uscis.gov ❑ The Contractor or one of its affiliates has incorporated or reincorporated in a "tax haven Local government is specifically exempt from Article 2 country"as set forth in G.S. 143-5 9.1(c)(2)after of Chapter 64 of the North Carolina General December 31, 2001 but the United States is not Statutes. However,local government is subject to and the principal market for the public trading of the must comply with North Carolina General Statute stock of the corporation incorporated in the tax 153A-99.1,which states in part as follows: haven country. Counties Must Use E-Verify-Each county shall (4) Pursuant to G.S. 143-59.2(b), the undersigned hereby register and participate in E-Verify to verify the work certifies that none of the Contractor's officers,directors, authorization of new employees hired to work in the or owners (if the Contractor is an unincorporated United States. business entity) has been convicted of any violation of (3) Pursuant to G.S. 143-59.1(b), the undersigned hereby Chapter 78A of the General Statutes or the Securities Act certifies that the Contractor named below is not an of 1933 or the Securities Exchange Act of 1934 within "ineligible Contractor" as set forth in G.S. 143-59.1(a) 10 years immediately prior to the date of the bid because: solicitation. (5) Pursuant to G.S. 143B-139.6C,the undersigned hereby Contractor Certifications Required by North Carolina Law(Rev.8/2016) Pagel of 3 DocuSign Envelope ID:675A1 D41-4B1 6-4980-B798-628F35E22EDB certifies that the Contractor will not use a former (c) He or she understands that any person who employee,as defined by G.S. 143B-139.6C(d)(2),of the knowingly submits a false certification in response North Carolina Department of Health and Human to the requirements of G.S. 143-59.1and-59.2 shall Services in the administration of a contract with the be guilty of a Class I felony. Department in violation of G.S. 14313-139.6C and that a violation of that statute shall void the Agreement. (1) Pursuant to the Orange County Living Wage (6) The undersigned hereby certifies further that: Contract's Policy,the undersigned certifies that the Contractor pays the employees who perform (a) He or she is a duly authorized representative of the services under this contract a living wage(in Orange Contractor named below; County currently $17.65 per/hr.) Check here ® if contractor pays employees performing under this (b) He or she is authorized to make, and does hereby contract a living wage. If Contractor does not pay make, the foregoing certifications on behalf of the employees a living wage, what is the wage that Contractor; and employees performing services under this contract paid? Contractor's Name: Stephenson & Fleming, LLP Contractor's Docu Signed by: Authorized Agent: Signature Date 6/21/2024 Printed Deana Fleming Partner Name ,Dolclu,S,g^ned by: Title Witness: Signature "� '"" Date 6/21/2024 Printe Named Kelley smith Title Paralegal The witness should be present when the Contractor's Authorized Agent signs this certificate and should sign and date the document immediately thereafter. Contractor Certifications Required by North Carolina Law(Rev.8/2016) Page 2 of 3 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB Section I: General Government and Administration Policy 10.0: Living Wage Contractor Policy Reviewed by: County Attorney/County Manager Approved by: County Manager Original Effective Date: April 21,2016 Revisions: August 1,2016 Policy Statement It is the policy of Orange County to ensure its employees, and all individuals who provide services for Orange County, are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Auplicability Applies to all Orange County contracts and purchases. Policy 10.1 Living Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County's living wage is as reflected in the adopted Orange County Budget and as that budget document is amended from time to time. To the extent possible,Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10.1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County's representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager's Office Contractor Certifications Required by Orange County and North Carolina Law Revised 6/19 Page 3 of 3 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB ATTACHMENT N CERTIFICATION REGARDING NONDISCRIMINATION, CLEAN AIR ACT,CLEAN WATER ACT Orange County Department of Social Services Certification Regarding Nondiscrimination The Contractor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended(29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d)the Age Discrimination Act of 1975, as amended(42 U.S.C. §§6101-6107),which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; (f)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. The Contractor must comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented by the Department of Labor Regulations (41 CFR Part 60): The Executive Order prohibits federal contractors and federally-assisted construction contractors and subcontractors who do over$10,000 in Government business in one year from discriminating in employment decisions on the basis of race, color, religion,sex,or national origin. The Executive Order also requires Government contractors to take affirmative action to ensure that equal opportunity is provided in all aspects of their employment. Meaningful Access for LEP Individuals: The Contractor that participate in the SNAP must take reasonable steps to ensure that LEP persons have meaningful access to programs, services, and benefits. This includes the requirement to provide bilingual program information and certification materials and interpretation services to single language minorities in certain project areas. SNAP Contractors that do not provide meaningful access for LEP individuals risk violating prohibitions against discrimination based on National Origin in the Food and Nutrition Act of 2008,as amended, Title VI of the Civil Rights Act of 1964 (Title VI) and SNAP program regulations at 7 CFR 272A(b). They also risk noncompliance with the USDA policy guidance titled, "Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons",published in 79 FR 70771 - 70784 (November 28,2014). The Contractor should develop an implementing plan to address the language assistance needs of the LEP population served. This may include contracting for oral interpretation services, hiring bilingual staff, arranging telephone interpreters and/or language lines, coordinating community volunteers, translating vital documents, and providing written notice that language services are available in appropriate languages. Quality and accuracy of the language service is critical in order to avoid serious consequences to the LEP person and to the recipient. LEP needs should be considered in developing budgets and front line staff should understand how to obtain language (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 1 of 3 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB assistance services. For additional assistance and information regarding LEP matters, please also visit http://www.lep.gov. Ensuring Equal Opportunity Access for Persons with Disabilities: The Contractor must also ensure equal opportunity access for persons with disabilities. This includes ensuring that communications with applicants, participants, members of the public, and companions with disabilities are as effective as communications with people without disabilities. Contractors that do not provide persons with disabilities equal opportunity access to programs may risk violating prohibitions against disability discrimination in the Rehabilitation Act of 1978,the American with Disabilities Act(ADA)of 1990,as amended,and SNAP program regulations. DOJ published revised final regulations implementing Title II and Title III of the ADA on September 15,2010. These regulations are codified at 28 CFR Part 35 "Nondiscrimination on the Basis of Disability in State and Local Government Services" and at 28 CFR Part 36 "Nondiscrimination on the Basis of Disability in Public Accommodations and Commercial Facilities". In accordance with the implementing regulations, Contractors must provide auxiliary aids and services where necessary to ensure effective communication and equal opportunity access to program benefits for individuals with disabilities.The type of auxiliary aids and services required will vary, but a Contractor may not require an individual with a disability to bring another individual to interpret,and may rely on a person accompanying a disabled individual only in limited circumstances. When a Contractor communicates with applicants and beneficiaries by telephone, it must provide text telephone services (ITY) or have access to an equally effective electronic telecommunications system to communicate with individuals who are deaf, hard of hearing, or hearing impaired. Contractors must also ensure that interested persons, including persons with impaired vision or hearing, can obtain information as to the existence and location of accessible services, activities, and facilities. For more information, please visit the ADA website: http://www.ada.gov. IV.The Clean Air Act, Section 306; 42 U.S.C. §7401 et seq. (1970) a. No Federal agency may enter into any contract with any person who is convicted of any offense under section 113(c) for the procurement of goods, materials, and services to perform such contract at any facility at which the violation which gave rise to such conviction occurred if such facility is owned, leased, or supervised by such person. The prohibition in the preceding sentence shall continue until the Administrator certifies that the condition giving rise to such a conviction has been corrected. For convictions arising under section 113(c)(2),the condition giving rise to the conviction also shall be considered to include any substantive violation of this Act associated with the violation of 113(c)(2). The Administrator may extend this prohibition to other facilities owned or operated by the convicted person. b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection(a). c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation's air,the President shall,not more than 180 days after enactment of the Clean Air Amendments of 1970 cause to be issued an order (1) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (2) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement. (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 2 of 3 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB d. The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption. e. The President shall annually report to the Congress on measures taken toward implementing the purpose and intent of this section, including but not limited to the progress and problems associated with implementation of this section. [42 U.S.C. 7606] V.The Clean Water Act; 33 U.S.C. §1251 et seq. (1972) a. No Federal agency may enter into any contract with any person who has been convicted of any offense under Section 309(c) of this Act for the procurement of goods, materials, and services if such contract is to be performed at any facility at which the violation which gave rise to such conviction occurred, and if such facility is owned, leased, or supervised by such person. The prohibition in preceding sentence shall continue until the Administrator certifies that the condition giving rise to such conviction has been corrected. b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection(a)of this section. c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation's water, the President shall, not more than 180 days after the enactment of this Act,cause to be issued an order: (i) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant,loan,or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (ii) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement. d. The President may exempt any contract,loan,or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption. e. The President shall annually report to the Congress on measures taken in compliance with the purpose and intent of this section, including, but not limited to, the progress and problems associated with such compliance. £ No certification by a contractor, and no contract clause, may be required in the case of a contract for the acquisition of commercial items in order to implement a prohibition or requirement of this section or a prohibition or requirement issued in the implementation of this section. g. In aragraph(1),the term"commercial item"has the meaning given such term in section ° Si T ' of.the Office of Federal Procurement Policy Act(41 U.S.C.403(12)). Lualz Partner Signature Title Stephenson & Fleming, LLP 6/21/2024 Agency/Organization Date (Certification signature should be same as Contract signature.) (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 3 of 3 DocuSign Envelope ID:675A1D41-41316-4980-B798-628F35E22EDB ATTACHMENT O OUTCOMES AND REPORTING Orange County Department of Social Services By signing and submitting this document, the Contractor certifies that it agrees to the following: 1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective action plan, for any items found to be out of compliance with Federal, State, and County laws, regulations, standards and/or terms of the Contract. 3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Assure that all court proceedings be conducted within the timeframes required by General Statute. B. Provide case consultation to Orange County Department of Social Services' staff within a reasonable timeframe so as to assure client safety and compliance with North Carolina laws and regulations. C. Assure that all court orders are prepared in a timely manner. DOCUSigned by: a' " Partner Signa ure Title Stephenson & Fleming, LLP 6/21/2024 Agency/Organization Date (Certification signature should be same as Contract signature.) Outcomes (06/18) Page 1 of 1 DocuSign Envelope ID:675A1D41-4B16-4980-B798-628F35E22EDB LAWYERSLIABILITY INSURANCE 1001 Winstead Drive,Suite 285 1 Cary, Norlh Carolina 27513 COMPANY OF Post Office Box 1929 I Cary, North Carolina 27512-1929 MUTUAa NORTH CAROLINA 919.677.8900 1800.662.8843 Iaaaiasae/€ksrrtrata�el�ac.r��a Declarations Stephenson & Fleming LLP 109 Conner Dr, Suite 208 Chapel Hill, NC 27514 Policy Number: 32855-LPL-08 Policy Period: 01-01-2024 to 01-01-2025 12:01A.M. Standard Time at the address of the Named Insured stated herein. Prior Acts Date of January 1, 2017 Named Insured: Limits of Liability: A. $1,000,000 A. Applicable to any claim or one or more related claims. B. $1,000,000 B. Aggregate limit of the Company's liability for all damages and claims expenses without regardto the number of Insureds, Extended Reporting Endorsements,claims,suits, or claimants. Deductible: C. $5,000 C. See INSURING AGREEMENT VI.Deductibleand (including claims expenses) Limit of Liability. Premium: $2,818.00 Endorsement Attachments: 012 052 069 In witness whereof,Lawyers Mutual Liability Insurance Company of North Carolina has caused this Policy to be signed by its President and countersigned by a duly authorized agent of the Company. VP Pre ident Aulhurizvd Aged Lawyers Professional Liability Policy (This is a Claims-Made and Reported Policy. Defense costs are a part of the Policy Limits and reduce the amount available to pay losses. You should read your Policy for a complete understanding of its Terms, Conditions&Coverages). (09/01/2018) PolicyForm