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HomeMy WebLinkAboutAgenda - 01-21-2025 ; 8-i - Contract Amendment with Vaco, LLC for Payroll Audit Services 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: January 21, 2025 Action Agenda Item No. 8-i SUBJECT: Contract Amendment with Vaco, LLC for Payroll Audit Services DEPARTMENT: Finance and Administrative Services ATTACHMENT(S): INFORMATION CONTACT: Attachment 1. Original Contract Gary Donaldson, (919) 245-2453 Attachment 2. Contract Amendment PURPOSE: To: 1) Approve a contract amendment with Vaco, LLC for Payroll Audit Services; and 2) Authorize the County Manager to execute the contract amendment, subject to final review by the County Attorney. BACKGROUND: On July 15, 2024, the County entered a service contract with Vaco, LLC in the amount of $75,000 for financial reporting for federal and state grant awards and assistance with preparation of audit schedules. The attached contract amendment for an additional $35,000 for Payroll Audit Services exceeds the County's contract services threshold of$90,000 and therefore requires Board approval. As a best practice governments and businesses should conduct periodic payroll audits to ensure compliance, identify and correct any gaps, and revise policies and procedures as necessary. This payroll audit will include compliance with the County's documented policies and procedures. FINANCIAL IMPACT: Budget Amendment #3, which was approved at the Board's November 19, 2024, Business meeting, provided $35,000 in additional funding for this contract amendment. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 6: DIVERSE AND VIBRANT ECONOMY OBJECTIVE 6. Review and revise County policies and regulations to support business investment in Orange County. RECOMMENDATION(S): The Manager recommends that the Board: 1) Approve the contract amendment in the amount of$35,000 with Vaco, LLC for Payroll Audit Services; and 2) Authorize the County Manager to execute the contract amendment, subject to final review by the County Attorney. Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 2 [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. ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 3 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 ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 4 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 ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 5 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 ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 6 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. ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 7 11. Additional Provisions a. Limitation and Assi ng ment. 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. og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of,this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however,the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 8 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] ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 9 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: UocuSigned by: DocuSigned 6y: B `ra%4S i" rUA' 7/16/2024 B 14E)A417146901434 65 ' hr6wl 7/15/2024 y' 0A3E81B12B3&4B4 . y — .. 1 raves myren, County Manager Josh Haymond, Managing Partner Printed Name and Title ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 10 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 e--t;. of A—artraa t: OocuSigned by: Department Director's Signature ` Date:7/12/2024 7 Ct4E5181 ACC 14+79_.. Agreements for emergency services or..,r�.. �.,,..,,�,,,.,,,,,�", :he 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 cnecif;cntinn- w.OocuSigned by: Office of the Chief Information Officer CJs Date:7/12/2024 37ABBCS�B72 28... Risk Management This agreement is approved for sufficiency of imurnnce ctanrlarH, specifications,and requirements: UocuSigned by:: Office of the Risk Management Officer SS0, 4 4 Date:7/15/2024 CSE49481B3BFd4E1... Financial Services This instrument has been pre-audited in�� OocuSigned dy" ._ a `'ie Local Government Budget and Fiscal Control Act: C17D4E5181ACC1409_.. Pt fut�J�x ovL 7/12/2024 Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to' Uoeusigned by' --ciency: Office of the County AttorneyDEAOMaEMAW5 8L � kkus... Date: 7/15/2024 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: ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 11 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. ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 12 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. ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 13 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 Il, 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 ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 14 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 ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 15 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. ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 16 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/sn m/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 ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 17 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: ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 18 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, ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 19 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. ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 20 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. Sig1Dom Signed by, 14DA417146901434 re uviuer's Authorized Official Josh Haymond,Managing Partner Printed Name and Title of Provider's Authorized Official 7/15/2024 Date ARPA Sourced 01/22 FINAL Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 a CERTIFICATE OF LIABILITY INSURANCE 76/9/2024 l�(MMIDDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the 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). PRODUCER CONTACT NAME: Arthur J. Gallagher Risk Management Services, LLC PHONE FAX Creekside Crossing WC, /c No Ext): 615-244-8484 A/c No):615-377-5101 8 Cadillac Drive, Suite 200 ADDRESS: Brentwood TN 37027 INSURER(S)AFFORDING COVERAGE NAIC# License#:BR-724491 INSURER A:Travelers Casualty and Surety Company 19038 INSURED VACOLLC-01 INSURER B:Travelers Casualty and Surety Co of America 31194 Vaco, LLC 5501 Virginia Way Suite 120 INSURER C:Ascot Insurance Company 23752 FacilitylD#03 INSURER D, Brentwood TN 37027 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2047460343 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY B X COMMERCIAL GENERAL LIABILITY 630 2R979085 9/15/2023 9/15/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR DAMAGE ( RENTED PREMISESS Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: $ A AUTOMOBILE LIABILITY BA 3R106500 9/15/2023 9/15/2024 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident comp/cols deductible $1000/1000 B X UMBRELLA LIAB X OCCUR CUP 3R123084 9/15/2023 9/15/2024 EACH OCCURRENCE $25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $25,000,000 DED RETENTION$ $ B WORKERS COMPENSATION UB 3R396559 9/15/2023 9/15/2024 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Primary Cyber/Tech E&O ZPP81N49208 9/15/2023 9/15/2024 PerClaim/Agg 5,000,000 C Excess Cyber/Tech E&O EOXS2310001905-01 9/15/2023 9/15/2024 Per Claim/Agg 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County Government of North Carolina 405 Meadowlands Drive PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: FFF6ECOC-4725-4086-B68A-BC5F9FDE53E6 22 TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-3R396559-23-I3-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 10-11-23 ST ASSIGN: PAGE 1 OF1 23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this 22 day of January, 2025 by and between ORANGE COUNTY (hereinafter referred to as "County") and VACO, LLC (hereinafter referred to as `Provider"). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated July 1, 2024, (hereinafter the "Original Agreement'), for the provision of services for General Accounting and Financial Services; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of 6/30/2025. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: (See Exhibit A below) 3. Article 3, Section A is amended to reflect a maximum payable not-to-exceed amount of$35,000 (Thirty Five Thousand dollars). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment,this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER Travis Myren, County Manager Josh Haymond,Managing Partner Revised 01/24 24 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name: VACO LLC Vendor Contact Person: Josh Haymond Phone:919-522-2492 Address: 2501 Blue Ridge Rd, Suite#400 City Raleigh State:NC Zip:27607 Department:Finance Amount: $35,000 Purpose: General Accounting and Financial Services and Payroll Audit Budget Code(s): 10230020-630000 Vendor#67479 Vendor Status with NCSOS: Vendor is a BOCC consultant: ❑Yes ®No Contract Details Contract Type: ❑New ®Amendment(Original Contract: )(Most Recent Amendment ) Effective Date 01/22/2025 End Date 06/30/2025 Notice Date (Notice Purpose ) Award ®Approved by Board(Agenda Date: 11/19/2024); ❑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. ❑ This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed.Description of the nature of the emergency condition that was addressed: Department Director's Signature Date: 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 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 All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board Date: Revised 01/24 9 25 EXHIBIT A The Services to be rendered pursuant to this Agreement are as follows: 1. Test Active Directory file versus MUNIS Payroll register as of November 30, 2024 2. Test Employee Deduction records for Federal and State withholdings (Finance MUNIS Walk-through) 3. Identify Exceptions from procedure 2 for the period January 2023 through November 30, 2024 4. Review and test Paystubs from procedure 3 and identify any exceptions 5. Review if changes from procedure 3 are supported by State NC-4 and Federal W-4 forms (View Tyler Content Management) 6. Review MUNIS Change Logs for compliance with Payroll policies and procedures (Finance Walk-through) 7. Review Accumulators and W-2 from procedure 3 (Finance Walk-through) 8. Review Tax Year-End files for 2023 and 2024 for consistency with procedure 5 (Finance Walk-through) 9. Review W-3 submitted for 2023 and 2024 (Finance Walk-through) 10. Review adequacy of system internal controls and update current Payroll Manual Revised 01/24 ALCOR" CERTIFICATE OF LIABILITY INSURANCE D/ 6(MMIDDIYYYY) �� 11/25/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les) 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). PRODUCER CONTACT NAME: Arthur J. Gallagher Risk Management Services, LLC PHONE FAX Creekside Crossing (A/C. A/C No Ext): 615-244-8484 A/c No):615-377-5101 8 Cadillac Drive, Suite 200 ADDRIESS: Brentwood TN 37027 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Casualty and Surety Company 19038 INSURED VACOLLC-01 INSURER B:Travelers Casualty and Surety Co of America 31194 Facility ID#03 Vaco LLC INSURER C:Ascot Insurance Company 23752 5501 Virginia Way, Suite 120 INSURERD: Phoenix Insurance Company 25623 Brentwood TN 37027 INSURER E:ACE American Insurance Company 22667 INSURER F: Travelers Casualty Insurance Co of America 19046 COVERAGES CERTIFICATE NUMBER:1795623231 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY D X COMMERCIAL GENERAL LIABILITY Y Y 630-366M7304 9/15/2024 9/15/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES (a oNTEcur DAMAGE TO ence) $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO- JECT [:] LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: $ A AUTOMOBILE LIABILITY Y Y BA-5Y65820A 9/15/2024 9/15/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident comp/colt deductible $1,000/$1,000 B X UMBRELLA LIAB X OCCUR Y Y CUP-5Y703794 9/15/2024 9/15/2025 EACH OCCURRENCE $25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $25,000,000 DED RETENTION$ $ E WORKERS COMPENSATION Y (25)71834794 9/15/2024 9/15/2025 X SPERTATUTE OERH AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 F Primary Cyber/Tech E&O ZPP-51 N86155 9/15/2024 9/15/2025 Per Claim/Agg $5,000,000 C Excess Cyber/Tech E&O EOXS2410001905-02 9/15/2024 9/15/2025 Per Claim/Agg $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) If required by written contract,Certificate Holder is included as additional insured on the General Liability Per Form Per form CG D2 46 04 19 per written contract;Automobile Liability per Per form CA T4 74 02 16,Cyber/Tech E&O per written contract per form CYB-16002 Ed.06-20.The insurance provided in the General Liability Per form CG T1 00 02 19,Automobile Liability per Per form CA T4 74 02 16 is primary and non contributing.Waiver of subrogation applies to certificate holder as respects Commercial General Liability-Per form CG T1 00 02 19; Property per form DX T1 00 11 12,Workers Compensation per form WC 000313; Automobile-Per form CA T3 53 02 15,Cyber/Tech E&O-per form CYB-16002 Ed.06-20. Umbrella Liability is follow form.Contractual Liability per written contract is included on General Liability.Business Interruption/Income Insurance applies to the property policy per form IL T3 18 05 11 and cyber policy per form DX T4 17. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County Government of North Carolina 405 Meadowlands Drive PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 27 Other Conditions continued from previous page. c. notify law enforcement,if such First Party Event violates law. 3. Demands for payment of First Party Loss must be provided to the Insurer by the Insured Entity. 4. All notices and demands must be sent to the Insurer at an address shown in the Declarations. Other Insurance. 1. The Breach Response and Business Loss Insuring Agreements are primary insurance. 2. The Liability and Cyber Crime Insuring Agreements are excess over,and will not contribute with, any other valid and collectible insurance available to the Insured. This applies even if such other insurance is stated to be primary, excess, or otherwise, unless such other insurance states by specific reference that it is excess over this Coverage. Property Covered. Coverage under the Cyber Crime Insuring Agreements is limited to property: 1. the Insured Entity. a. owns; b. leases;or c. holds for others;or 2. for which the Insured Entity is legally liable, except property located inside premises of the Insured Entity's client or such client's financial institution. Recovery And 1. The Insurer has no duty to recover amounts paid under this Coverage. Subrogation. 2. Amounts recovered from a third party, less costs incurred in obtaining such recovery,will be applied in this order: a. to the Insurer for any Retention it paid on behalf of an Insured; b. to the Insured for Loss the Insurer did not pay because the applicable Limit was exhausted; c. to the Insurer for Loss it paid; d. to the Insured for any Retention it paid;and then e. to the Insured for any uncovered loss it paid. 3. Recoveries do not include amounts from insurance or reinsurance. 4. The Insurer is subrogated to, and the Insured must transfer to the Insurer, all of the Insured's rights of recovery against any person or organization for Loss the Insurer has paid under this Coverage.The Insured agrees to: a. execute and deliver instruments and papers; b. do everything necessary to secure such rights;and c. do nothing to impair or prejudice those rights. 5. Subrogation will not apply if the Insured, prior to the date of a Wrongful Act or a First Party Event,waived its rights to recovery. 6. Any of the Insured Entity's property that the Insurer pays for becomes the Insurer's property. Related Claims. Multiple Claims arising out of the same Wrongful Act are a single Claim that is deemed first made on the date the earliest of such Claims is made,whether before or during the Policy Period. Representations. 1. The Insurer has issued this coverage in reliance on the accuracy and completeness of the representations that the Insured made to the Insurer. 2. If any such representation is untrue,and: a. was material to the acceptance of the risk;and b. is material to a covered Loss, then this coverage will not apply to such Loss with respect to: i. an Insured Person who knew;or ii. an Insured Entity, if an Executive Officer knew, that such representation was untrue on the Inception date shown in the Declarations. CYB-16002 Ed.06-20 Page 21 of 22 9 2020 The Travelers Indemnity Company.All rights reserved. 28 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1) Any "bodily injury", "property damage" or The following is added to SECTION II — WHO IS AN "personal injury" arising out of the providing, INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and b. If, and onlyto the extent that, such injury or (b) Supervisory, inspection, architectural or y engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work" to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: c. The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may additional insured will be limited to such result in a claim. To the extent possible, such minimum required limits. For the purposes of notice should include: determining whether this limitation applies, the (a) How, when and where the "occurrence' minimum limits required by the written contract or or offense took place; agreement will be considered to include the minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. This provision will not increase the limits of (c) The nature and location of any injury or insurance described in Section III — Limits Of damage arising out of the "occurrence" or offense. Insurance. b. The insurance provided to such additional (2) If a claim is made or "suit" is brought against insured does not apply to: the additional insured: CG D2 46 04 19 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 29 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or"suit" and the date received; and claim or "suit" to any provider of other (b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover. However, this claim or"suit" as soon as practicable. condition does not affect whether the (3) Immediately send us copies of all legal insurance provided to such additional insured is primary to other insurance papers received in connection with the claim available to such additional insured which or "suit", cooperate with us in the covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4., defense against the "suit", and otherwise Other Insurance, of Section IV —Commercial comply with all policy conditions. General Liability Conditions. Page 2 of 2 ©2018 The Travelers Indemnity Company.All rights reserved. CG D2 46 04 19 30 COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph S. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Of Each Section II — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy; (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any "suit" if any other insurer has a duty to defend the insurer means a provider of other insurance. As insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 31 COMMERCIAL GENERAL LIABILITY are in excess of the applicable limit of S. Premium Audit insurance. An agreed settlement means a a. We will compute all premiums for this settlement and release of liability signed by Coverage Part in accordance with our rules us, the insured and the claimant or the and rates. claimant's legal representative. 4. Other Insurance b. Premium shown in this Coverage Part as advance premium is a deposit premium only. If valid and collectible other insurance is At the close of each audit period we will available to the insured for a loss we cover compute the earned premium for that period under this Coverage Part, our obligations are and send notice to the first Named Insured. limited as described in Paragraphs a. and b. The due date for audit and retrospective below. premiums is the date shown as the due date As used anywhere in this Coverage Part, on the bill. If the sum of the advance and other insurance means insurance, or the audit premiums paid for the policy period is funding of losses, that is provided by, through greater than the earned premium, we will or on behalf of: return the excess to the first Named Insured. (i) Another insurance company; c. The first Named Insured must keep records of (ii) Us or any of our affiliated insurance the information we need for premium companies; computation, and send us copies at such (iii) Any risk retention group; or times as we may request. (iv) Any self-insurance method or program, in 6. Representations which case the insured will be deemed to By accepting this policy,you agree: be the provider of other insurance. a. The statements in the Declarations are Other insurance does not include umbrella insurance, or excess insurance, that was accurate and complete; bought specifically to apply in excess of the b. Those statements are based upon Limits of Insurance shown in the representations you made to us; and Declarations. c. We have issued this policy in reliance upon As used anywhere in this Coverage Part, your representations. other insurer means a provider of other The unintentional omission of, or unintentional insurance. As used in Paragraph b. below, error in, any information provided by you which insurer means a provider of insurance. we relied upon in issuing this policy will not a. Primary Insurance prejudice your rights under this insurance. This insurance is primary. If any of the However, this provision does not affect our right other insurance is also primary, we will to collect additional premium or to exercise our share with all that other insurance by the rights of cancellation or renewal in accordance method described in Paragraph b. below. with applicable insurance laws or regulations. b. Method Of Sharing 7. Separation Of Insureds If all of the other insurance permits Except with respect to the Limits of Insurance, contribution by equal shares, we will and any rights or duties specifically assigned in follow this method also. Under this this Coverage Part to the first Named Insured, approach each insurer contributes equal amounts until it has paid its applicable this insurance applies: limit of insurance or none of the loss a. As if each Named Insured were the only remains, whichever comes first. Named Insured; and If any of the other insurance does not b. Separately to each insured against whom permit contribution by equal shares, we claim is made or"suit" is brought. will contribute by limits. Under this g. Transfer Of Rights Of Recovery Against method, each insurer's share is based on Others To Us the ratio of its applicable limit of insurance to the total applicable limits of insurance If the insured has rights to recover all or part of of all insurers. any payment we have made under this Coverage Page 6 of 9 ©2016 The Travelers Indemnity Company.All rights reserved. CG T1 01 01 16 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 32 COMMERCIAL GENERAL LIABILITY Part, those rights are transferred to us. The 4. A Supplemental Extended Reporting Period is insured must do nothing after loss to impair them. available, but only by an endorsement and for an At our request, the insured will bring "suit" or extra charge. This supplemental period starts with transfer those rights to us and help us enforce the end of the policy period and lasts for three them. years or an unlimited period of time, as set forth 9. When We Do Not Renew in the Supplemental Extended Reporting Period Endorsement. This supplemental period replaces If we decide not to renew this Coverage Part, we the Basic Extended Reporting Period. will mail or deliver to the first Named Insured shown in the Declarations written notice of the This Supplemental Extended Reporting Period nonrenewal not less than 30 days before the will not go into effect unless we receive all of the expiration date. following within 90 days after the end of the policy period and you have fulfilled all other duties, and If notice is mailed, proof of mailing will be complied with all other conditions and sufficient proof of notice. requirements, under this policy: 10. Cancellation, Nonrenewal And Renewal a. A written request from you to purchase the Conditions Applicable To Commercial General Supplemental Extended Reporting Period; Liability Coverage Part b. Full payment of the earned premium for this All conditions relating to cancellation, nonrenewal policy; or renewal that are included in any endorsement applicable to the Commercial General Liability c. Payment of the additional premium for the Coverage Part attached to this policy also apply Supplemental Extended Reporting Period to this Coverage Part. Endorsement; and SECTION VI—EXTENDED REPORTING PERIODS d. Repayment of any deductible you owe us 1. We will provide one or more Extended Reporting under this Coverage Part. Periods, as described below, if: We will determine the additional premium for that a. This Coverage Part is cancelled or not endorsement in accordance with our rules and renewed for any reason; or rates. The additional premium for the Supplemental Extended Reporting Period b. We renew or replace this Coverage Part with Endorsement will not exceed 200% of the annual insurance that has a Retroactive Date later premium for this policy. than the date shown in the Declarations. This endorsement will set forth the terms, not 2. The Extended Reporting Periods do not extend inconsistent with this Section VI — Extended the policy period or change the scope of coverage Reporting Periods, applicable to the provided. They only apply to claims or "suits" for p g pp loss caused by a negligent act, error or omission Supplemental Extended Reporting Period, committed on or after the Retroactive Date shown including a provision to the effect that the in the Declarations and before the end of the insurance afforded for claims or "suits" first made policy period. or brought against any insured during such period is excess over any valid and collectible other Once in effect, Extended Reporting Periods may insurance available under insurance in force after not be canceled. the Supplemental Extended Reporting Period 3. A Basic Extended Reporting Period is starts. automatically provided without additional charge. The Supplemental Extended Reporting Period This period starts with the end of the policy period does not reinstate or increase the limits of and lasts for 90 days. insurance. The Basic Extended Reporting Period does not SECTION VII —DEFINITIONS apply to claims or "suits" for loss covered under subsequent insurance you purchase, or that 1. "Administration" means: would be covered under such insurance but for a. Providing information to "employees", the exhaustion of its applicable limit of insurance. including their dependents and beneficiaries, The Basic Extended Reporting Period does not with respect to eligibility for or scope of the reinstate or increase the limits of insurance. "employee benefit program"; CG T1 01 01 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc.with its permission. UMBILA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and 'your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and 'bur" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I —COVERAGES provisions to the contrary contained in this A. COVERAGE A — EXCESS FOLLOW-FORM insurance. LIABILITY 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF 1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying limit", that the insured becomes legally 4. For the purposes of Paragraph 1. above: obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, provided for the policies of "underlying insurance" that the "underlying insurance" would apply to in the Schedule Of Underlying Insurance such damages but for the exhaustion of its will be considered to be reduced or applicable limits of insurance. If a sublimit is exhausted only by the following specified in any "underlying insurance", payments: Coverage A of this insurance applies to (1) Payments of judgments or damages that are in excess of that sublimit only settlements for damages that are if such sublimit is shown for that "underlying covered by that "underlying insurance" in the Schedule Of Underlying insurance". However, if such Insurance. "underlying insurance" has a policy 2. Coverage A of this insurance is subject to the period which differs from the policyperiod of this Excess Follow-Form same terms, conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the "underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess Follow-Form And Umbrella Liability EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 22 34 W rkers'Com ensation and Em loyers' Liability Policy Nam d Insured Endorsem nt Num er VCO PARENT, LLC 5501 VIRG NIA W Y Policy Num er SUITE 120 Sym ol: RW Num er: (25)7183-47-94 Policy Period Effective Date of Endorsem nt 09-15-2024 TO 09-15-2025 09-15-2024 Issued By(Nam of Insurance Com any) ACE AM RICAN INSURANCE CO ANY Insert the policy num er.The rem inder of the inform tion is to be com leted only when this endorsem nt is issued subsequent to the preparation of the policy. This endorsem nt changes the policy to which it is attached and is effective on the date issued unless otherwise stated. W IVER O O R RIG T TO RECO ER FRO HERS ENDO SEM NT W ave het ight to econer ur aym nts rom nyone iablb or fn njury overed y bs olicy. W ill not enfolrcb ur @ht against the erson r rganization arh d he chedule. This greem nt applies my o he extent that you perform work under a written contract that requires you to obtain this agreem nt from us. This agreem nt shall not operate directly or indirectly to benefit any one not nam d in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS . For the states of CA, UT, TX, refer to state specific endorsem nts. This endorsement is not applicable in KY, NH, and NJ. The ndorsem nt does of apply o olicies in ssouri where he m loyer is in he onstruction roup f code classifications. According o ection 87.150(6) of the ssouri statutes, a ontractual provision urporting o aive subrogation ights gainst public olicy nd oid here ne arty o he ontract is n m loyer in he construction group of code classifications. For Kansas, use f this ndorsem nt is im ted y he ansas airness n rivate onstruction ontract Act(K.S.A.. 16-1801 hrough 6-1807 nd ny m ndm nts hereto) and he ansas airness n ublic onstruction ontract Act(K.S.A 6-1901 hrough 6-1908 nd ny m ndm nts hereto). According o he cts rovision in ontract W for s rivate r utalic onstruction urporting o aive ubrbgation ights or osses r laim overed r aid y liability r orkers om ensation nsurancei hall be gairmt public olicy nd hall dDe oid v nd anenforceable except hat, ubject o he cts, ontract o y equjne aivEff f ubrogation or osses r laims t aid y consolidated or wrap-up insurance program Authorized Agent W 0 03 13(11/05) ©Copyright 1983-2017 National Council on Com ensation Insurance, Inc.All Rights Reserved. 35 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 36 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE— INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident' or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident' or "loss" is known TION III — PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one "accident'. (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident' or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto' of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph AA., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident' parel and other personal property which is: or "loss", provided that the "accident' or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 37 COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV— BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved . CA T3 $3 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 38 C " U B B CHUBB GROUP CENTRALIZED OPERATIONS 1 BEAVER VALLEY ROAD WILMINGTON, DE 19803 CHUBB GROUP 840 CRESCENT CENTRE DRIVE NAS SUITE 520 FRANKLIN, TN 37067 OFFICE 61760 273602 NAS 20240927 SO.TYP (25)7183-47-94 BEGINNING OF POLICY OFFICE 61760 273602 NAS 20240927 SO.TYP (25)7183-47-94 39 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number VCO PARENT, LLC 5501 VIRGINIA WAY Policy Number SUITE 120 Symbol: RWC Number: (25)7183-47-94 Policy Period Effective Date of Endorsement 09-15-2024 TO 09-15-2025 09-15-2024 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. POLICY INFORMATION PAGE ENDORSEMENT The following item(s) 1. ❑ insured's Name 11. ❑ Item 3.13. Limits 2. ❑ Policy Number 12. ❑ Item 3.C. States 3. ❑ Effective Date 13. ❑X Item 3.D. Endorsement Numbers 4. ❑ Expiration Date 14. ❑ Item 4. *Class, Rate, Other 5. ❑ insured's Mailing Address 15. ❑ Interim Adjustment of Premium 6. ❑ Experience Modification 16. ❑ Carrier Servicing Office 7. ❑ Producer's Name 17. ❑ Interstate/Intrastate Risk ID Number 8. ❑ Change in Workplace(s) of Insured 18. ❑ Carrier Number 9. ❑ insured's Legal Status 19. ❑ Issuing Agency/Producer Office Address 10. ❑ Item 3.A. States is changed to read: THE FOLLOWING ENDORSEMENT (S) HAVE BEEN ADDED/REVISED TO THE POLICY: WC 000301A ALTERNATE EMPLOYER ENDORSEMENT THE FOLLOWING ENDORSEMENT (S) HAVE BEEN DELETED FROM THE POLICY: WC 190602 MD MARYLAND NOTIFICATION OF 45—DAY UNDERWRITING PERIOD ENDORSEMENT Authorized Representative WC 99 06 0013(08/14) ©Includes copyright material of the National Council on Compensation CKE-1 U76A Insurance, Inc. used with its permission. Page 1 of 1 09-27-2024 NAS UNDERWRITER COPY 40 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number VCO PARENT, LLC 5501 VIRGINIA WAY Policy Number SUITE 120 Symbol: RWC Number: (25)7183-47-94 Policy Period Effective Date of Endorsement 09-15-2024 TO 09-15-2025 09-15-2024 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. ALTERNATE EMPLOYER ENDORSEMENT This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary employment by the alternate employer in the state named in Item 2 of the Schedule. Part One (Workers Compensation Insurance) and Part Two (Employers Liability Insurance) will apply as though the alternate employer is insured. If an entry is shown in Item 3 of the Schedule the insurance afforded by this endorsement applies only to work you perform under the contract or at the project named in the Schedule. Under Part One (Workers Compensation Insurance) we will reimburse the alternate employer for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its obligations under the workers compensation law. We will not file evidence of this insurance on behalf of the alternate employer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement. Premium will be charged for your employees while in the course of special or temporary employment by the alternate employer. The policy may be canceled according to its terms without sending notice to the alternate employer. Part Four (Your Duties If Injury Occurs) applies to you and the alternate employer. The alternate employer will recognize our right to defend under Parts One and Two and our right to inspect under Part Six. Schedule 1. Alternate Employer Address 2. State of Special or Temporary Employment 3. Contract or Project ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO ADD AS AN ALTERNATE EMPLOYER IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. This endorsement is not applicable in the states of AK, HI, MI, OK and TX. WC 00 03 01A (Ed. 2-89) ©Copyright 1984, 1988 National Council on Compensation Insurance, Inc. All Rights Reserved. 41 Authorized Representative WC 00 03 01A (Ed. 2-89) ©Copyright 1984, 1988 National Council on Compensation Insurance, Inc.All Rights Reserved.