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2026-223-E-Social Svc-Vanguard Professional Staffing-temporary staff
Revised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 21st day of May, 2026 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Vanguard Professional Staffing, Inc. (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated May 1, 2026, (hereinafter the “Original Agreement”), for the provision of services for temporary staff; 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.Section 5 is amended to increase the maximum payable amount from $20,000 to $30,000. 2.Attachment B, Section B to the Original Agreement is amended by adding the following tasks and services to the Scope of Work: Contractor will provide staff qualified to perform child welfare functions in North Carolina. 3.Attachment B, Section C to the Original Agreement is amended by adding the following rate per unit of service to the Scope of Work: $49.60 - $77.50/hour for child welfare social workers. 4.Attachment B, Section D to the Original Agreement is amended by adding the following number of units to be provided: up to approximately 40 hours per week per child welfare social worker. 5.Attachment B, Section E to the Original Agreement is amended by adding the following details of billing process and time frames: Invoices and timesheets for child welfare social worker(s) should be emailed to Rebekah Rapoza, Fiscal Operations Manager (rrapoza@orangecountync.gov) and Crystal M. Wiese, Assistant Director (cmitchell@orangecountync.gov) no later than the 15th of each month for expenses incurred the prior month. Invoices may be submitted more frequently if preferred. 6.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 ______________________________ __________________________________ Myra J. Powell County Manager CEO Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Vanguard Professional Staffing, Inc. Vendor Contact Person: Myra J Powell Phone: 252-265-9033 Address: PO Box 8177 City Wilson State: NC Zip: 27893 Department: Social Services Amount: $30,000 Purpose: temporary staff Budget Code(s): 10400120-630000/10403020-630000 Vendor # 55645 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 5/1/26) (Most Recent Amendment ) Effective Date 5/1/26 End Date 6/30/26 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Lindsey Shewmaker 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:_________ Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 6/2/2026 6/2/2026 6/3/2026 6/8/2026 Contract #68-1037 Vanguard Professional Staffing, Inc. Contract-General (04/23) Page 1 of 5 Contract #68-1037 Fiscal Year Begins July 1, 2025 Ends June 30, 2026 This contract is hereby entered into by and between the Orange County Department of Social Services (the "County") and Vanguard Professional Staffing, Inc. (the "Contractor") (referred to collectively as the “Parties”). The Contractor’s federal tax identification number or Social Security Number is 56-2143318. 1.Contract Documents: This Contract consists of the following documents: (1)This contract (2)The General Terms and Conditions (Attachment A) (3)The Scope of Work, description of services, and rate (Attachment B) (4)Combined Federal Certifications (Attachment C) (5)Conflict of Interest (Attachment D) (6)No Overdue Taxes (Attachment E) (7)State Certification (Attachment M) (8)Non-Discrimination, Clean Air, Clean Water (Attachment N) (9)Outcomes and Reporting (Attachment O) (10) Vanguard Professional Staffing, Inc. Temporary Staffing and Consultation Agreement (11)Contract Determination Questionnaire (required on file) These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2.Precedence among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3.Effective Period: This contract shall be effective on May 1, 2026 and shall terminate on June 30, 2026. This contract must be twelve months or less. 4.Contractor’s Duties: The Contractor shall provide the services and in accordance with the approved rate as described in Attachment B, Scope of Work, and shall meet the requirements set for in Attachment O, Outcomes and Reporting. 5.County’s Duties: The County shall pay the Contractor in the manner and in the amounts specified in the Contract Documents. The total amount paid by the County to the Contractor under this contract shall not exceed $20,000. This amount consists of $20,000 in Federal funds (ALN # ), State Funds, and/or County funds a.There are no matching requirements from the Contractor. b. The Contractor’s matching requirement is $, which shall consist of: In-kind Cash Cash and In-kind Cash and/or In-kind The contributions from the Contractor shall be sourced from non-federal funds. The total contract amount including any Contractor match shall not exceed $20,000. 6.Reversion of Funds: Any unexpended grant funds shall revert to the County Department of Social Services upon termination of this contract. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contract #68-1037 Vanguard Professional Staffing, Inc. Contract-General (04/23) Page 2 of 5 7. Reporting Requirements: Contractor shall comply with audit requirements as described in N.C.G.S. § 143C-6-22 & 23 and OMB Circular- CFR Title 2 Grants and Agreements, Part 200, and shall disclose all information required by 42 USC 455.104, or 42 USC 455.105, or 42 USC 455.106. 8. Payment Provisions: Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. 9. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be addressed and delivered to the other Party’s Contract Administrator. The name, post office address, street address, telephone number, fax number, and email address of the Parties’ respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For Services Performed on Behalf of the Department of Social Services: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Lindsey Shewmaker, Director Lindsey Shewmaker, Director Orange County Department of Social Services Orange County Department of Social Services PO Box 8181 113 Mayo Street Hillsborough NC 27278 Hillsborough NC 27278 919-245-2817 919-245-2817 lshewmaker@orangecountync.gov lshewmaker@orangecountync.gov For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Myra J Powell, President/CEO Myra J Powell, President/CEO Vanguard Professional Staffing, Inc. Vanguard Professional Staffing, Inc. PO Box 8177 PO Box 8177 Wilson NC 27893 Wilson NC 27893 252-265-9033 252-265-9033 myrap@vanguardprostaff.com myrap@vanguardprostaff.com 10. Supplementation of Expenditure of Public Funds: The Contractor assures that funds received pursuant to this contract shall be used only to supplement, not to supplant, the total amount of federal, state and local public funds that the Contractor otherwise expends for contract services and related programs. Funds received under this contract shall be used to provide additional public funding for such services; the funds shall not be used to reduce the Contractor’s total expenditure of other public funds for such services. 11. Disbursements: As a condition of this contract, the Contractor acknowledges and agrees to make disbursements in accordance with the following requirements: Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contract #68-1037 Vanguard Professional Staffing, Inc. Contract-General (04/23) Page 3 of 5 (a) Implement adequate internal controls over disbursements; (b) Pre-audit all vouchers presented for payment to determine: • Validity and accuracy of payment • Payment due date • Adequacy of documentation supporting payment • Legality of disbursement (c) Assure adequate control of signature stamps/plates; (d) Assure adequate control of negotiable instruments; and (e) Implement procedures to insure that account balance is solvent and reconcile the account monthly. 12. Outsourcing to Other Countries: The Contractor certifies that it has identified to the County all jobs related to the contract that have been outsourced to other countries, if any. The Contractor further agrees that it will not outsource any such jobs during the term of this contract without providing notice to the County. 13. Federal Certifications: Individuals and Organizations receiving federal funds must ensure compliance with certain certifications required by federal laws and regulations. The contractor is hereby complying with Certifications regarding Nondiscrimination, Drug-Free Workplace Requirements, Environmental Tobacco Smoke, Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, and Lobbying. These assurances and certifications are to be signed by the contractor’s authorized representative. 14. Specific Language Not Previously Addressed: ( can be delted if not needed) 15. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contract #68-1037 Vanguard Professional Staffing, Inc. Contract-General (04/23) Page 4 of 5 The Contractor and the County have executed this contract in duplicate originals, with one original being retained by each party. VANGUARD PROFESSIONAL STAFFING, INC. __________________________________________________________________________________________________ Signature Date ____________________________________________________________________ _______________ Printed Name Title COUNTY __________________________________________________________________________________________________ Signature Date ______________________________________________________________ _______________ Printed Name Title This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. ________________________________________________________________________________________________ Signature of County Finance Officer Date Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 5/18/2026 Myra J. Powell CEO 5/19/2026 Travis Myren 5/20/2026 County Manager Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contract #68-1037 Vanguard Professional Staffing, Inc. Contract-General (04/23) Page 5 of 5 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Vanguard Professional Staffing. Inc. Vendor Contact Person: Myra J Powell Phone: 252-265-9033 Address: PO Box 8177 City Wilson State: NC Zip: 27893 Department: Social Services Amount: $20,000 Purpose: temporary staff Budget Code(s): 10403020-630000 Vendor # 55645 Vendor Status with NCSOS: Current-Active is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 5/1/26 End Date 6/30/26 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Lindsey Shewmaker Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: 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:_________ Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 5/18/2026 5/19/2026 5/19/2026 5/20/2026 Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F General Terms and Conditions – (06/16) Page 1 of 5 ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services Relationships of the Parties Independent Contractor: The Contractor is and shall be deemed to be an independent contractor in the performance of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Contractor represents that it has, or shall secure at its own expense, all personnel required in performing the services under this agreement. Such employees shall not be employees of, or have any individual contractual relationship with the County. Subcontracting: The Contractor shall not subcontract any of the work contemplated under this contract without prior written approval from the County. Any approved subcontract shall be subject to all conditions of this contract. Only the subcontractors specified in the contract documents are to be considered approved upon award of the contract. The County shall not be obligated to pay for any work performed by any unapproved subcontractor. The Contractor shall be responsible for the performance of all of its subcontractors. Assignment: No assignment of the Contractor's obligations or the Contractor's right to receive payment hereunder shall be permitted. However, upon written request approved by the issuing purchasing authority, the County may: (a) Forward the Contractor's payment check(s) directly to any person or entity designated by the Contractor, or (b) Include any person or entity designated by Contractor as a joint payee on the Contractor's payment check(s). In no event shall such approval and action obligate the County to anyone other than the Contractor and the Contractor shall remain responsible for fulfillment of all contract obligations. Beneficiaries: Except as herein specifically provided otherwise, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this contract, and all rights of action relating to such enforcement, shall be strictly reserved to the County and the named Contractor. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the County and Contractor that any such person or entity, other than the County or the Contractor, receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Indemnity and Insurance Indemnification: The Contractor agrees to indemnify and hold harmless the County and any of their officers, agents and employees, from any claims of third parties arising out or any act or omission of the Contractor in connection with the performance of this contract. Insurance: During the term of the contract, the Contractor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the contract. As a minimum, the Contractor shall provide and maintain the following coverage and limits: (a) Worker’s Compensation - The contractor shall provide and maintain Worker’s Compensation Insurance as required by the laws of North Carolina, as well as employer’s liability coverage with minimum limits of $500,000.00, covering all of Contractor’s employees who are engaged in any work under the contract. If any work is sublet, the Contractor shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the contract. (b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $1,000,000.00 Combined Single Limit. (Defense cost shall be in excess of the limit of liability.) (c) Automobile Liability Insurance: The Contractor shall provide automobile liability insurance with a combined single limit of $500,000.00 for bodily injury and property damage; a limit of $500,000.00 for uninsured/under insured motorist coverage; and a limit of $25,000.00 for medical payment coverage. The Contractor shall provide this insurance for all automobiles that are: (a) owned by the Contractor and used in the performance of this contract; (b) hired by the Contractor and used in the performance of this contract; and (c) Owned by Contractor’s employees and used in performance of this contract (“non- Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F General Terms and Conditions – (06/16) Page 2 of 5 owned vehicle insurance”). Non-owned vehicle insurance protects employers when employees use their personal vehicles for work purposes. Non-owned vehicle insurance supplements, but does not replace, the car-owner’s liability insurance. The Contractor is not required to provide and maintain automobile liability insurance on any vehicle – owned, hired, or non-owned -- unless the vehicle is used in the performance of this contract. (d) The insurance coverage minimums specified in subparagraph (a) are exclusive of defense costs. (e) The Contractor understands and agrees that the insurance coverage minimums specified in subparagraph (a) are not limits, or caps, on the Contractor’s liability or obligations under this contract. (f) The Contractor may obtain a waiver of any one or more of the requirements in subparagraph (a) by demonstrating that it has insurance that provides protection that is equal to or greater than the coverage and limits specified in subparagraph (a). The County shall be the sole judge of whether such a waiver should be granted. (g) The Contractor may obtain a waiver of any one or more of the requirements in paragraph (a) by demonstrating that it is self-insured and that its self-insurance provides protection that is equal to or greater than the coverage and limits specified in subparagraph (a). The County shall be the sole judge of whether such a waiver should be granted. (h) Providing and maintaining the types and amounts of insurance or self-insurance specified in this paragraph is a material obligation of the Contractor and is of the essence of this contract. (i) The Contractor shall only obtain insurance from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in the State of North Carolina. All such insurance shall meet all laws of the State of North Carolina. (j) The Contractor shall comply at all times with all lawful terms and conditions of its insurance policies and all lawful requirements of its insurer. (k) The Contractor shall require its subcontractors to comply with the requirements of this paragraph. (l) The Contractor shall demonstrate its compliance with the requirements of this paragraph by submitting certificates of insurance to the County before the Contractor begins work under this contract. Transportation of Clients by Contractor: The contractor will maintain Insurance requirements if required as noted under Article 7 Rule R2-36 of the North Carolina Utilities Commission. Default and Termination Termination Without Cause: The County may terminate this contract without cause by giving 30 days written notice to the Contractor. Termination for Cause: If, through any cause, the Contractor shall fail to fulfill its obligations under this contract in a timely and proper manner, the County shall have the right to terminate this contract by giving written notice to the Contractor and specifying the effective date thereof. In that event, all finished or unfinished deliverable items prepared by the Contractor under this contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding the foregoing provision, the Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of the Contractor’s breach of this agreement, and the County may withhold any payment due the Contractor for the purpose of setoff until such time as the exact amount of damages due the County from such breach can be determined. In case of default by the Contractor, without limiting any other remedies for breach available to it, the County may procure the contract services from other sources and hold the Contractor responsible for any excess cost occasioned thereby. The filing of a petition for bankruptcy by the Contractor shall be an act of default under this contract. Waiver of Default: Waiver by the County of any default or breach in compliance with the terms of this contract by the Provider shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be modification of the terms of this contract unless stated to be such in writing, signed by an authorized representative of the County and the Contractor and attached to the contract. Availability of Funds: The parties to this contract agree and understand that the payment of the sums specified in this contract is dependent and contingent upon and subject to the appropriation, allocation, and availability of funds for this purpose to the County. Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of war, hostile foreign action, nuclear explosion, riot, strikes, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F General Terms and Conditions – (06/16) Page 3 of 5 Survival of Promises: All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation. Intellectual Property Rights Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this contract are the exclusive property of the County. The Contractor shall not assert a claim of copyright or other property interest in such deliverables. Federal Intellectual Property Bankruptcy Protection Act: The Parties agree that the County shall be entitled to all rights and benefits of the Federal Intellectual Property Bankruptcy Protection Act, Public Law 100-506, codified at 11 U.S.C. 365 (n) and any amendments thereto. Compliance with Applicable Laws Compliance with Laws: The Contractor shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. Title VI, Civil Rights Compliance: In accordance with Federal law and U.S. Department of Agriculture (USDA) and U.S. Department of Health and Human Services (HHS) policy, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, age or disability. Under the Food Stamp Act and USDA policy, discrimination is prohibited also on the basis of religion or political beliefs. Equal Employment Opportunity: The Contractor shall comply with all federal and State laws relating to equal employment opportunity. Health Insurance Portability and Accountability Act (HIPAA): The Contractor agrees that, if the County determines that some or all of the activities within the scope of this contract are subject to the Health Insurance Portability and Accountability Act of 1996, P.L. 104-91, as amended (“HIPAA”), or its implementing regulations, it will comply with the HIPAA requirements and will execute such agreements and practices as the County may require to ensure compliance. (a) Data Security: The Contractor shall adopt and apply data security standards and procedures that comply with all applicable federal, state and local laws, regulations, and rules. (b) Duty to Report: The Contractor shall report a suspected or confirmed security breach to the local Department of Social Services Contract Administrator within twenty-four (24) hours after the breach is first discovered, provided that the Contractor shall report a breach involving Social Security Administration data or Internal Revenue Service Data within one (1) hour after the breach is first discovered. (c) Cost Borne by Contractor: If any applicable federal, state, or local law, regulation or rule requires the Contractor give written notice of a security breach to affected persons, the Contract shall bear the cost of the notice. Trafficking Victims Protection Act of 2000: The Contractor will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. 7104) Executive Order # 24: It is unlawful for any vendor, contractor, subcontractor or supplier of the state to make gifts or to give favors to any state employee. For additional information regarding the specific requirements and exemptions, contractors are encouraged to review Executive Order 24 and G.S. Sec. 133-32. Confidentiality Confidentiality: Any information, data, instruments, documents, studies or reports given to or prepared or assembled by the Contractor under this agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the County. The Contractor acknowledges that in receiving, storing, processing or otherwise dealing with any confidential information it will safeguard and not further disclose the information except as otherwise provided in this contract. Data Security: The Contractor shall adopt and apply data security standards and procedures that comply with all applicable federal, state, and local laws, regulations, and rules. Duty to Report: The Contractor shall report a suspected or confirmed security breach to the County’s Contract Administrator within twenty-four (24) hours after the breach is first discovered, provided that the Contractor shall report Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F General Terms and Conditions – (06/16) Page 4 of 5 a breach involving Social Security Administration data or Internal Revenue Service data within one (1) hour after the breach is first discovered. During the performance of this contract, the contractor is to notify the County contract administrator of any contact by the federal Office for Civil Rights (OCR) received by the contractor. Cost Borne by Contractor: If any applicable federal, state, or local law, regulation, or rule requires the County or the Contractor to give affected persons written notice of a security breach arising out of the Contractor’s performance under this contract, the Contractor shall bear the cost of the notice. Oversight Access to Persons and Records: The State Auditor shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute 147-64.7. Additionally, as the State funding authority, the Department of Health and Human Services shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions. Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent of the Division. State basic records retention policy requires all grant records to be retained for a minimum of five years or until all audit exceptions have been resolved, whichever is longer. If the contract is subject to federal policy and regulations, record retention may be longer than five years since records must be retained for a period of three years following submission of the final Federal Financial Status Report, if applicable, or three years following the submission of a revised final Federal Financial Status Report. Also, if any litigation, claim, negotiation, audit, disallowance action, or other action involving this Contract has been started before expiration of the five-year retention period described above, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular five-year period described above, whichever is later. The record retention period for Temporary Assistance for Needy Families (TANF) and MEDICAID and Medical Assistance grants and programs must be retained for a minimum of ten years. Warranties and Certifications Date and Time Warranty: The Contractor warrants that the product(s) and service(s) furnished pursuant to this contract (“product” includes, without limitation, any piece of equipment, hardware, firmware, middleware, custom or commercial software, or internal components, subroutines, and interfaces therein) that perform any date and/or time data recognition function, calculation, or sequencing will support a four digit year format and will provide accurate date/time data and leap year calculations. This warranty shall survive the termination or expiration of this contract. Certification Regarding Collection of Taxes: G.S. 143- 59.1 bars the Secretary of Administration from entering into contracts with vendors that meet one of the conditions of G.S. 105-164.8(b) and yet refuse to collect use taxes on sales of tangible personal property to purchasers in North Carolina. The conditions include: (a) maintenance of a retail establishment or office; (b) presence of representatives in the State that solicit sales or transact business on behalf of the vendor; and (c) systematic exploitation of the market by media-assisted, media- facilitated, or media-solicited means. The Contractor certifies that it and all of its affiliates (if any) collect all required taxes. E-Verify Pursuant to G.S. 143-48.5, the undersigned hereby certifies that the Contractor named below, and the Contractor’s subcontractors, complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes. Miscellaneous Choice of Law: The validity of this contract and any of its terms or provisions, as well as the rights and duties of the parties to this contract, are governed by the laws of North Carolina. The Contractor, by signing this contract, agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of North Carolina and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Orange County, North Carolina. The place of this contract and all transactions and agreements relating to it, and their situs and forum, shall be Orange County, North Carolina, where all matters, whether sounding in contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined. Amendment: This contract may not be amended orally or by performance. Any amendment must be made in written form and executed by duly authorized representatives of the County and the Contractor. Severability: In the event that a court of competent jurisdiction holds that a provision or requirement of this contract violates any applicable law, each such provision or requirement shall continue to be enforced to the extent it is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this contract shall remain in full force and effect. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F General Terms and Conditions – (06/16) Page 5 of 5 Headings: The Section and Paragraph headings in these General Terms and Conditions are not material parts of the agreement and should not be used to construe the meaning thereof. Gender and Number: Masculine pronouns shall be read to include feminine pronouns and the singular of any word or phrase shall be read to include the plural and vice versa. Time of the Essence: Time is of the essence in the performance of this contract. Key Personnel: The Contractor shall not replace any of the key personnel assigned to the performance of this contract without the prior written approval of the County. The term “key personnel” includes any and all persons identified as such in the contract documents and any other persons subsequently identified as key personnel by the written agreement of the parties. Care of Property: The Contractor agrees that it shall be responsible for the proper custody and care of any property furnished to it for use in connection with the performance of this contract and will reimburse the County for loss of, or damage to, such property. At the termination of this contract, the Contractor shall contact the County for instructions as to the disposition of such property and shall comply with these instructions. Travel Expenses: Reimbursement, if provided in this Agreement, to the Contractor for travel mileage, meals, lodging and other travel expenses incurred in the performance of this contract shall not exceed the rates established in County policy. Sales/Use Tax Refunds: If eligible, the Contractor and all subcontractors shall: (a) ask the North Carolina Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this contract, pursuant to G.S. 105-164.14; and (b) exclude all refundable sales and use taxes from all reportable expenditures before the expenses are entered in their reimbursement reports. Advertising: The Contractor shall not use the award of this contract as a part of any news release or commercial advertising. Orange County Living Wage: Orange County is committed to providing its employees with a living wage and encourages agencies to which it provides funding to pursue the same goal. The County’s living wage hourly standard, as adopted by the Orange County Board of County Commissioners annually, can be found in the Orange County Budget Ordinance. To the extent possible, Orange County recommends that the Contractor and all subcontractors provide a living wage, as defined in this section, to their employees. Signatures: This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contract-Scope of Work (7-2008) Page 1of 2 ATTACHMENT B – Scope of Work Federal Tax Id. or SSN 56-2143318 Contract # 68-1037 A. CONTRACTOR INFORMATION 1. Contractor Agency Name: Vanguard Professional Staffing, Inc. 2. If different from Contract Administrator Information in General Contract: Address Telephone Number: Fax Number: Email: 3. Name of Program (s): 4. Status: Public Private, Not for Profit Private, For Profit 5. Contractor's Financial Reporting Year July through December B. Explanation of Services to be provided and to whom (include SIS Service Code): Contractor will provide staff trained in NC FAST and program policy who currently work in another North Carolina Social Services department to perform application processing, recertification, and/or quality assurance functions. These staff will be supervised by Orange County but identified and vetted by the Contractor. These staff will be required to complete Daysheets for Orange County DSS. C. Rate per unit of Service (define the unit): $39.00/hour for eligibility staff $41.85/hour for QA eligibility staff D. Number of units to be provided: approximately 40 hours per week E. Details of Billing process and Time Frames: Invoices and timesheets should be emailed to Rebekah Rapoza, Fiscal Operations Manager (rrapoza@orangecountync.gov) and Lakecia Robbins, Economic Services Program Manager (lrobbins@orangecountync.gov) no later than the 15th of each month for expenses incurred the prior month. Invoices may be submitted more frequently if preferred. F. Area to be served/Delivery site(s): Orange County ________________________________________________________________________ (Signature of County Authorized Person) (Date Submitted) ________________________________________________________________________ (Signature of Contractor) (Date Submitted) Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 5/18/2026 5/18/2026 Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F ATTACHMENT C FEDERAL CERTIFICATIONS The undersigned states that: 1. He or she is the duly authorized representative of the Contractor named below; 2. He or she is authorized to make, and does hereby make, the following certifications on behalf of the Contractor, as set out herein: a. The Certification Regarding Nondiscrimination; b. The Certification Regarding Drug-Free Workplace Requirements; c. The Certification Regarding Environmental Tobacco Smoke; d. The Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions; and e. The Certification Regarding Lobbying; 3. He or she has completed the Certification Regarding Drug-Free Workplace Requirements by providing the addresses at which the contract work will be performed; 4. [Check the applicable statement] [ ] He or she has completed the attached Disclosure Of Lobbying Activities because the Contractor has made, or has an agreement to make, a payment to a lobbying entity for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action; OR [x] He or she has not completed the attached Disclosure Of Lobbying Activities because the Contractor has not made, and has no agreement to make, any payment to any lobbying entity for influencing or attempting to influence any officer or employee of any agency, any Member of Congress, any officer or employee of Congress, or any employee of a Member of Congress in connection with a covered Federal action. 5. The Contractor shall require its subcontractors, if any, to make the same certifications and disclosure. President/CEO ________________________________________________________________________________________________ Signature Title Vanguard Professional Staffing Inc. ________________________________________________________________________________________________ Contractor Name Date [This Certification Must be Signed by the Same Individual Who Signed the Proposal Execution Page] I. Certification Regarding Nondiscrimination The Contractor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 5/18/2026 Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. II. Certification Regarding Drug-Free Workplace Requirements 1. The Contractor certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug-free awareness program to inform employees about: i. The dangers of drug abuse in the workplace; ii. The Contractor’s policy of maintaining a drug-free workplace; iii. Any available drug counseling, rehabilitation, and employee assistance programs; and iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee be engaged in the performance of the agreement be given a copy of the statement required by paragraph (a); d. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the agreement, the employee will: i. Abide by the terms of the statement; and ii. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; e. Notifying the Department within ten days after receiving notice under subparagraph (d)(ii) from an employee or otherwise receiving actual notice of such conviction; f. Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(ii), with respect to any employee who is so convicted: i. Taking appropriate personnel action against such an employee, up to and including termination; or ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and g. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and (f). 2. The sites for the performance of work done in connection with the specific agreement are listed below (list all sites; add additional pages if necessary): Address……………at agency’s discretion ______________________________________________________________________________________________ Street Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F ______________________________________________________________________________________________ City, State, Zip Code _______________________________________________________________________________________________ Street _______________________________________________________________________________________________ City, State, Zip Code _______________________________________________________________________________________________ 3. Contractor will inform the Department of any additional sites for performance of work under this agreement. 4. False certification or violation of the certification may be grounds for suspension of payment, suspension or termination of grants, or government-wide Federal suspension or debarment. 45 C.F.R. 82.510. III. Certification Regarding Environmental Tobacco Smoke Public Law 103-227, Part C-Environmental Tobacco Smoke, also known as the Pro-Children Act of 1994 (Act), requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by an entity and used routinely or regularly for the provision of health, day care, education, or library services to children under the age of 18, if the services are funded by Federal programs either directly or through State or local governments, by Federal grant, contract, loan, or loan guarantee. The law does not apply to children's services provided in private residences, facilities funded solely by Medicare or Medicaid funds, and portions of facilities used for inpatient drug or alcohol treatment. Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to $1,000.00 per day and/or the imposition of an administrative compliance order on the responsible entity. The Contractor certifies that it will comply with the requirements of the Act. The Contractor further agrees that it will require the language of this certification be included in any subawards that contain provisions for children's services and that all subgrantees shall certify accordingly. IV. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions Instructions [The phrase "prospective lower tier participant" means the Contractor.] 1. By signing and submitting this document, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of the fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originate may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant will provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549, 45 CFR Part 76. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter any lower tier covered transaction with a person who is debarred, suspended, Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F determined ineligible or voluntarily excluded from participation in this covered transaction unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this document that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized in paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension, and/or debarment. Certification 1. The prospective lower tier participant certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. V. Certification Regarding Lobbying The Contractor certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federally funded contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form SF-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award document for subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) who receive federal funds of $100,000.00 or more and that all subrecipients shall certify and disclose accordingly. 4. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. VI. Disclosure of Lobbying Activities Instructions This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 1. Identify the status of the covered Federal action. 2. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 3. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or sub-award recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 4. If the organization filing the report in Item 4 checks "Subawardee", then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known. 5. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 6. Enter the Federal program name or description for the covered Federal action (Item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 7. Enter the most appropriate Federal Identifying number available for the Federal action identified in Item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract grant, or loan award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP- DE-90-001." 8. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in Item 4 or 5. 9. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in Item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10(a). Enter Last Name, First Name and Middle Initial (MI). Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 10. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (Item 4) to the lobbying entity (Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 11. Check the appropriate boxes. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 12. Check the appropriate boxes. Check all boxes that apply. If other, specify nature. 13. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted. 14. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 15. The certifying official shall sign and date the form, print his/her name, title, and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D. C. 20503 Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Disclosure Of Lobbying Activities (Approved by OMB 0344-0046) Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 1. Type of Federal Action: a. contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance 2. Status of Federal Action: a. Bid/offer/application b. Initial Award c. Post-Award 3. Report Type: a. initial filing b. material change For Material Change Only: Year___________ Quarter____________ Date Of Last Report:_________________ 4. Name and Address of Reporting Entity: Prime Subawardee Tier (if known) ________________________ Congressional District (if known) _________________________ 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Congressional District (if known) ________________________ 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number (if applicable) ________________________ 8. Federal Action Number (if known) 9. Award Amount (if known) $ 10. a. Name and Address of Lobbying Entity (if individual, last name, first name, MI): (attach Continuation Sheet(s) SF-LLL-A, if necessary) b. Individuals Performing Services (including address if different from No. 10a.) (last name, first name, MI): (attach Continuation Sheet(s) SF-LLL-A, if necessary) 11. Amount of Payment (check all that apply): $ actual planned 13. Type of Payment (check all that apply): a. retainer b. one-time fee c. commission d. contingent fee e. deferred f. other; specify: _____________________________ 12. Form of Payment (check all that apply): a. cash b. In-kind; specify: Nature Value 14. Brief Description of Services Performed or to be Performed and Date(s) of Services, including officer(s), employee(s), or Member(s) contacted, for Payment Indicated in Item 11(attach Continuation Sheet(s) SF-LLL-A, if necessary): Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 15. Continuation Sheet(s) SF-LLL-A attached: Yes No 16. Information requested through this form is authorized by title 31 U. S. C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U. S. C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: Print Name: Title: ___________________________________________ ___ Telephone No: Date: Federal Use Only Authorized for Local Reproduction Standard Form - LLL Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contractor Certifications Required by North Carolina Law (Rev. 8/2016) Page 1 of 3 ATTACHMENT M STATE AND LOCAL CERTIFICATIONS Contractor Certifications Required by North Carolina Law Orange County Department of Social Services Instructions: The person who signs this document should read the text of the statutes and Executive Order listed below and consult with counsel and other knowledgeable persons before signing. The text of each North Carolina General Statutes and of the Executive Order can be found online at: • Article 2 of Chapter 64: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/ByArticle/Chapter_64/Article_2.pdf • G.S. 133-32: http://www.ncga.state.nc.us/gascripts/statutes/statutelookup.pl?statute=133-32 • Executive Order No. 24 (Perdue, Gov., Oct. 1, 2009): http://www.ethicscommission.nc.gov/library/pdfs/Laws/EO24.pdf • G.S. 105-164.8(b): http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_105/GS_105- 164.8.pdf • G.S. 143-48.5: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143- 48.5.html • G.S. 143-59.1: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143- 59.1.pdf • G.S. 143-59.2: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143/GS_143- 59.2.pdf • G.S. 143-133.3: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/BySection/Chapter_143/GS_143- 133.3.html • G.S. 143B-139.6C: http://www.ncga.state.nc.us/EnactedLegislation/Statutes/PDF/BySection/Chapter_143B/GS_143B-139.6C.pdf • The text of Orange County Living Wage Contractor Policy which is attached to this document. Certifications (1) Pursuant to G.S. 133-32 and Executive Order No. 24 (Perdue, Gov., Oct. 1, 2009), the undersigned hereby certifies that the Contractor named below is in compliance with, and has not violated, the provisions of either said statute or Executive Order. (2) Pursuant to G.S. 143-48.5 and G.S. 143-133.3, the undersigned hereby certifies that the Contractor named below, and the Contractor’s subcontractors, complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system." E- Verify System Link: www.uscis.gov Local government is specifically exempt from Article 2 of Chapter 64 of the North Carolina General Statutes. However, local government is subject to and must comply with North Carolina General Statute 153A-99.1, which states in part as follows: Counties Must Use E-Verify - Each county shall register and participate in E-Verify to verify the work authorization of new employees hired to work in the United States. (3) Pursuant to G.S. 143-59.1(b), the undersigned hereby certifies that the Contractor named below is not an “ineligible Contractor” as set forth in G.S. 143-59.1(a) because: (a) Neither the Contractor nor any of its affiliates has refused to collect the use tax levied under Article 5 of Chapter 105 of the General Statutes on its sales delivered to North Carolina when the sales met one or more of the conditions of G.S. 105-164.8(b); and (b) [check one of the following boxes] ☒ Neither the Contractor nor any of its affiliates has incorporated or reincorporated in a “tax haven country” as set forth in G.S. 143- 59.1(c)(2) after December 31, 2001; or ☐ The Contractor or one of its affiliates has incorporated or reincorporated in a “tax haven country” as set forth in G.S. 143-59.1(c)(2) after December 31, 2001 but the United States is not the principal market for the public trading of the stock of the corporation incorporated in the tax haven country. (4) Pursuant to G.S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor’s officers, directors, or owners (if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter 78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years immediately prior to the date of the bid Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contractor Certifications Required by North Carolina Law (Rev. 8/2016) Page 2 of 3 solicitation. (5) Pursuant to G.S. 143B-139.6C, the undersigned hereby certifies that the Contractor will not use a former employee, as defined by G.S. 143B-139.6C(d)(2), of the North Carolina Department of Health and Human Services in the administration of a contract with the Department in violation of G.S. 143B-139.6C and that a violation of that statute shall void the Agreement. (6) The undersigned hereby certifies further that: (a) He or she is a duly authorized representative of the Contractor named below; (b) He or she is authorized to make, and does hereby make, the foregoing certifications on behalf of the Contractor; and (c) He or she understands that any person who knowingly submits a false certification in response to the requirements of G.S. 143-59.1and -59.2 shall be guilty of a Class I felony. (1) Pursuant to the Orange County Living Wage Contract’s Policy, the undersigned certifies that the Contractor pays the employees who perform services under this contract a living wage (in Orange County currently $18.18 per/hr.) Check here if contractor pays employees performing under this contract a living wage. If Contractor does not pay employees a living wage, what is the wage that employees performing services under this contract paid? __________________________ The witness should be present when the Contractor’s Authorized Agent signs this certificate and should sign and date the document immediately thereafter. Contractor’s Name: Contractor’s Authorized Agent: Signature Date Printed Name Title Witness: Signature Date Printed Name Title Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 Myra J. Powell CEO Vanguard Professional Staffing 5/18/2026 Michael Allman 5/18/2026 President/CEO Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Contractor Certifications Required by Orange County and North Carolina Law Revised 6/19 Page 3 of 3 Section I: General Government and Administration Policy 10.0: Living Wage Contractor Policy Reviewed by: County Attorney/County Manager Approved by: County Manager Original Effective Date: April 21, 2016 Revisions: August 1, 2016 Policy Statement It is the policy of Orange County to ensure its employees, and all individuals who provide services for Orange County, are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Applicability Applies to all Orange County contracts and purchases. Policy 10.1 Living Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County’s living wage is as reflected in the adopted Orange County Budget and as that budget document is amended from time to time. To the extent possible, Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10.1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County’s representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager’s Office Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 1 of 3 ATTACHMENT N CERTIFICATION REGARDING NONDISCRIMINATION, CLEAN AIR ACT, CLEAN WATER ACT Orange County Department of Social Services Certification Regarding Nondiscrimination The Contractor certifies that it will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) the Food Stamp Act and USDA policy, which prohibit discrimination on the basis of religion and political beliefs; and (i) the requirements of any other nondiscrimination statutes which may apply to this Agreement. The Contractor must comply with Executive Order 11246, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented by the Department of Labor Regulations (41 CFR Part 60): The Executive Order prohibits federal contractors and federally-assisted construction contractors and subcontractors who do over $10,000 in Government business in one year from discriminating in employment decisions on the basis of race, color, religion, sex, or national origin. The Executive Order also requires Government contractors to take affirmative action to ensure that equal opportunity is provided in all aspects of their employment. Meaningful Access for LEP Individuals: The Contractor that participate in the SNAP must take reasonable steps to ensure that LEP persons have meaningful access to programs, services, and benefits. This includes the requirement to provide bilingual program information and certification materials and interpretation services to single language minorities in certain project areas. SNAP Contractors that do not provide meaningful access for LEP individuals risk violating prohibitions against discrimination based on National Origin in the Food and Nutrition Act of 2008, as amended, Title VI of the Civil Rights Act of 1964 (Title VI) and SNAP program regulations at 7 CFR 272A(b). They also risk noncompliance with the USDA policy guidance titled, "Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons", published in 79 FR 70771 - 70784 (November 28, 2014). The Contractor should develop an implementing plan to address the language assistance needs of the LEP population served. This may include contracting for oral interpretation services, hiring bilingual staff, arranging telephone interpreters and/or language lines, coordinating community volunteers, translating vital documents, and providing written notice that language services are available in appropriate languages. Quality and accuracy of the language service is critical in order to avoid serious consequences to the LEP person and to the recipient. LEP needs should be considered in developing budgets and front line staff should understand how to obtain language Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 2 of 3 assistance services. For additional assistance and information regarding LEP matters, please also visit http://www.lep.gov. Ensuring Equal Opportunity Access for Persons with Disabilities: The Contractor must also ensure equal opportunity access for persons with disabilities. This includes ensuring that communications with applicants, participants, members of the public, and companions with disabilities are as effective as communications with people without disabilities. Contractors that do not provide persons with disabilities equal opportunity access to programs may risk violating prohibitions against disability discrimination in the Rehabilitation Act of 1978, the American with Disabilities Act (ADA) of 1990, as amended, and SNAP program regulations. DOJ published revised final regulations implementing Title II and Title III of the ADA on September 15, 2010. These regulations are codified at 28 CFR Part 35 "Nondiscrimination on the Basis of Disability in State and Local Government Services" and at 28 CFR Part 36 "Nondiscrimination on the Basis of Disability in Public Accommodations and Commercial Facilities". In accordance with the implementing regulations, Contractors must provide auxiliary aids and services where necessary to ensure effective communication and equal opportunity access to program benefits for individuals with disabilities. The type of auxiliary aids and services required will vary, but a Contractor may not require an individual with a disability to bring another individual to interpret, and may rely on a person accompanying a disabled individual only in limited circumstances. When a Contractor communicates with applicants and beneficiaries by telephone, it must provide text telephone services (ITY) or have access to an equally effective electronic telecommunications system to communicate with individuals who are deaf, hard of hearing, or hearing impaired. Contractors must also ensure that interested persons, including persons with impaired vision or hearing, can obtain information as to the existence and location of accessible services, activities, and facilities. For more information, please visit the ADA website: http://www.ada.gov. IV. The Clean Air Act, Section 306; 42 U.S.C. §7401 et seq. (1970) a. No Federal agency may enter into any contract with any person who is convicted of any offense under section 113(c) for the procurement of goods, materials, and services to perform such contract at any facility at which the violation which gave rise to such conviction occurred if such facility is owned, leased, or supervised by such person. The prohibition in the preceding sentence shall continue until the Administrator certifies that the condition giving rise to such a conviction has been corrected. For convictions arising under section 113(c)(2), the condition giving rise to the conviction also shall be considered to include any substantive violation of this Act associated with the violation of 113(c)(2). The Administrator may extend this prohibition to other facilities owned or operated by the convicted person. b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection (a). c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation's air, the President shall, not more than 180 days after enactment of the Clean Air Amendments of 1970 cause to be issued an order (1) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (2) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F (Federal Certification-Non-Discrimination, Clean Air, Clean Water) (01/2018) Page 3 of 3 d. The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption. e. The President shall annually report to the Congress on measures taken toward implementing the purpose and intent of this section, including but not limited to the progress and problems associated with implementation of this section. [42 U.S.C. 7606] V. The Clean Water Act; 33 U.S.C. §1251 et seq. (1972) a. No Federal agency may enter into any contract with any person who has been convicted of any offense under Section 309(c) of this Act for the procurement of goods, materials, and services if such contract is to be performed at any facility at which the violation which gave rise to such conviction occurred, and if such facility is owned, leased, or supervised by such person. The prohibition in preceding sentence shall continue until the Administrator certifies that the condition giving rise to such conviction has been corrected. b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection (a) of this section. c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation’s water, the President shall, not more than 180 days after the enactment of this Act, cause to be issued an order: (i) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (ii) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement. d. The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption. e. The President shall annually report to the Congress on measures taken in compliance with the purpose and intent of this section, including, but not limited to, the progress and problems associated with such compliance. f. No certification by a contractor, and no contract clause, may be required in the case of a contract for the acquisition of commercial items in order to implement a prohibition or requirement of this section or a prohibition or requirement issued in the implementation of this section. g. In paragraph (1), the term “commercial item” has the meaning given such term in section 4(12) of the Office of Federal Procurement Policy Act (41 U.S.C. 403(12)). ________________________________ _______________________________ Signature Title ________________________________ _______________________________ Agency/Organization Date (Certification signature should be same as Contract signature.) Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 Vanguard Professional Staffing CEO 5/18/2026 Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F Outcomes (06/18) Page 1 of 1 ATTACHMENT O OUTCOMES AND REPORTING Orange County Department of Social Services By signing and submitting this document, the Contractor certifies that it agrees to the following: 1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or audits, making records and staff time available to Federal, State and County staff. 2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a corrective action plan, for any items found to be out of compliance with Federal, State, and County laws, regulations, standards and/or terms of the Contract. 3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on meeting the following requirements. The Contractor agrees to: A. Provide staff trained in NC FAST and program policy who currently work for another North Carolina county to process applications, recertifications, and/or conduct quality assurance functions for public assistance programs. ___________________________________ ____________________________________ Signature Title ___________________________________ ____________________________________ Agency/Organization Date (Certification signature should be same as Contract signature.) Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 Vanguard Professional Staffing CEO 5/18/2026 Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 1 Thank you for choosing Vanguard Professional Staffing, Inc. to assist your agency or business. Attached is our services contract. We request that your agency incorporate our contract into yours so that we may move forward with providing you the staff you need. For County and Municipal agencies, please find the pre-audit certification on the signature line of our services contract, as required by N.C.G.S §159-28 "This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act” for any contract, or amendment allocating new funds, in order for services to be provided. We look forward to servicing your agency or business. Respectfully, Myra J. Powell, President/CEO Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 2 NORTH CAROLINA VANGUARD PROFESSIONAL STAFFING, INC. TEMPORARY STAFFING AND WILSON COUNTY CONSULTATION AGREEMENT 11.13 THIS AGREEMENT made and entered into on the date hereinafter stated, by and between VANGUARD PROFESSIONAL STAFFING, INC., a North Carolina corporation, with its principal office and place of business in Wilson, Wilson County, North Carolina, hereinafter called “Service Provider”; and Orange County DSS with its principal office and place of business in Hillsborough , Orange County, North Carolina, hereinafter called “Agency”. WITNESSETH: WHEREAS, the Service Provider is a North Carolina corporation, having as its principal business the providing of temporary staffing and consultation services to human services agencies throughout North Carolina; WHEREAS the Service Provider employs individuals with varying degrees of experience who are able to provide staffing and consultation services to the Agency; WHEREAS, the Agency, from time to time, is in need of the various services provided by the Service Provider, including staffing, payrolling, consultation, or other developed services WHEREAS, it is the intent of both the Service Provider and the Agency by this Agreement to set forth its terms and conditions. NOW, THEREFORE, in consideration of the promises and of the mutual covenants and conditions hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows: 1.0 Staffing. a)Agency Employs Service Provider. The Agency hereby employs the Service Provider to provide temporary staffing, specialty staffing, consultation, payrolling, or other services to its human services agency by making qualified staff available to the Agency. The Service Provider accepts such employment, agrees to provide staffing to perform such services as may be reasonably set forth from time to time by the Agency. The Agency and the Service Provider will sign an Addendum to this Agreement upon the parties agreeing to a particular service to be provided by an agreed- upon employee. The Addendum will specify the services to be rendered, the compensation to be paid, the projected time period of employment, and other pertinent information. b)Agency Approval. The Agency reserves the right to approve any Staff person(s) assigned by the Service Provider to perform the services that are the subject of this agreement. In the event the Agency becomes dissatisfied with a Staff person performing services pursuant to this agreement, the Service Provider shall remove that person. Agency will identify Staff Persons for payrolling services. 2.0 Term. The term of this Agreement between the Agency and the Service Provider shall begin on the 1 ST day of JULY 2025 AND shall continue until the relationship is terminated as herein provided. 3.0 Termination. The relationship between the Agency and the Service Provider shall terminate as follows: a)Upon thirty (30) days written notice given by either party to the other; b)Upon the mutual written consent of both parties; Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 3 c) Upon the liquidation of either business entity. In the event of such termination, the Agency shall pay the Service Provider for the services actually rendered to it by the Service Provider’s Staff and the Service Provider shall pay the Agency any sums due it. 4.0 Compensation and Benefits. The compensation and other benefits for each staffing, consultation, payrolling, or other services contract shall be set out in a separate Addendum attached hereto that shall be executed by the Agency and the Service Provider and which is deemed incorporated herein by reference. ALL EMPLOYEES OF THE SERVICE PROVIDER (OR THOSE OF THE AGENCY WHO ARE PAYROLLED), WHO WORK MORE THAN 40 HOURS IN A WORK WEEK MUST, BY FEDERAL LAW, BE COMPENSATED BY THE AGENCY AT TIME-AND-A-HALF. 5.0 Payment Terms. The Service Provider will provide the Agency with bi-weekly invoices for services rendered, unless specified otherwise in the Addendum. The Agency agrees to pay the invoices in full within thirty (30) days of receipt. 6.0 Confidentiality. a) Confidential Information of the Service Provider. The Agency acknowledges that the Service Provider’s methods of sales and service and other information of a secret or confidential nature, which is required to be maintained as such for the continued success of the Service Provider and its business is valuable special and proprietary information. It is a unique asset of the Service Provider that is collectively deemed to be a trade secret. The Agency agrees to hold in confidence and not to disclose or use for its benefit any confidential or proprietary information received from the Service Provider during the term of this Agreement and subsequent extensions and continuations thereof. This includes solicitation of employees of the Service Provider for permanent or other positions of the Agency prior to placement through the Service Provider and sharing of resumes or names of employees of the Service Provider with other agencies seeking potential employees. All conditions for solicitation of Service Provider’s employees are contained in Article 7.0 below. c) Confidential Information of the Agency’s Clients. The Service Provider acknowledges that the Clients of the Agency and information relating to Clients of the Agency is confidential information under the laws of the State of North Carolina and agrees to keep such information confidential. 7.0 Soliciting Service Provider Employees. The Agency may solicit the Employee of the Service Provider to permanent employment with the Agency after 688 hours of employment per placement through the Service Provider. If the Agency desires to solicit the Employee for permanent employment prior to required time, the Agency agrees to pay the Service Provider one-third (1/3) of the remainder of the required period cost. After the required time of the employee providing services to the Agency pursuant to this agreement the Agency may employ the employee without any additional cost. The Agency is not obligated to hire into permanent status any employee of the Service Provider. 8.0 Expenses, Including Travel of Employee. The Agency agrees to pay for assigned work-related travel of an Employee of the Service Provider. Mileage rate will be at the current rate used by the Agency. Agency will reimburse the Service Provider’s employee directly, unless otherwise stated in the Addendum. (If Agency desires for Service Provider to pay travel and other related expenses to Employee and bill the Agency, an additional administrative fee of 20% will be added to the total mileage invoiced amount.) In addition, the Agency will pay such other business expenses as agreed upon by the Service Provider and the Agency at the time of the execution of their Addendum. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 4 9.0 Supplies and Facilities. The Agency shall provide the Service Provider’s staff with adequate supplies, facilities, and other services suitable to their position and adequate for the performance of their duties. The Agency acknowledges that the majority of the services to be rendered will be provided at the Agency’s place of business. 10.0 Supervision. The Agency shall provide the Service Provider’s staff with adequate instruction and supervision on a day-to-day basis and is responsible for monitoring performance for compliance with Agency work standards. 11.0 Independent Contractual Relationship. The parties understand and agree that each is an independent contractor engaged in the operation of its own respective business, that neither party shall be considered to be the agent, master or servant of the other party for any purpose, and that neither has any general authority to enter into any contract, to assume any obligations or to make any warranties or representations on behalf of the other. Further, nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer employee, or a joint venture relationship between the Agency and the Service Provider. As an independent contractor, the Service Provider agrees that neither it nor its employees are employee(s) of the Agency, that the Agency is not required to provide the Service Provider or its employees with worker’s compensation insurance or any other insurance coverage or benefits, and that the Service Provider is responsible for all federal and state income, Social Security, Medicare, unemployment and disability taxes for its employees. EXCEPTION: Pay rolled employees are temporary employees of the Agency and are identified as such in the Addendum to this contractual agreement. 12.0 Insurance. The Service Provider agrees to maintain and not terminate all required insurance throughout the contract period. 13.0 Indemnification. The Agency and the Service Provider agree to hold each other harmless from and against any and all claims, demand, liabilities, suits, actions, losses, damages, costs, expenses and reasonable attorney’s fees arising from the other party’s negligent performance or breach of its obligations under this Agreement. 14.0 Miscellaneous. a) Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the provisions hereof, and the Agreement shall be construed in all respects as if such invalid or enforceable provision were omitted. b) Governing Law. The Contract shall be subject to and governed by the laws of the State of North Carolina. c) Amendments. The Agreement may not be amended, added to, or changed except by written agreement signed by the Agency and the Service Provider. d) Assignment. Neither this Contract nor any rights or obligations created therein shall be assigned by the Agency without the express written consent of the Service Provider. e) Notices. All notices provided for herein shall be in writing and served upon the parties at the then- current mailing address for each party. f) Non-Exclusive. Both parties agree that this agreement is non-exclusive in that each party shall have the right to provide services to other entities and receive services from other entities. g) Employment. We are an Equal Employment Opportunity Employer. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 5 IN WITNESS WHEREOF, the Agency and the Service Provider caused this Agreement to be signed in the name by its officers duly authorized to do so. VANGUARD PROFESSIONAL STAFFING, INC. By: ________________________________ 4/15/26 Owner Date Printed name: Myra J. Powell__________ AGENCY By: Director Date Printed name: _______________________ “This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act.” ______________________________ (Signature of Finance Officer) Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 Lindsey Shewmaker 5/18/2026 Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 6 Sample only VANGUARD PROFESSIONAL STAFFING, INC. ADDENDUM TO AGREEMENT WITH (AGENCY) A. Position (including specific requirements): (Name of Staff) will work as (title) under the supervision of (name) , . Workdays and hours will be , and may be altered as agreed upon by employee and Agency. Regular work hours may not exceed 40 hours per week. Hours worked over 40 per week are considered overtime and will be billed and paid at time-and-a-half. Other specific information: B. Compensation: Agency agrees to pay the Service Provider $ per hour for all hours worked by the Employee. Agency agrees to ensure the accuracy of and sign the weekly time sheet of Employee to be submitted by the Employee to the Service Provider. Agency will be billed according to the total hours submitted for each week on the time sheet, including any overtime as defined in A. above. C. Term of the Contract: The date of placement shall begin on , and shall continue until on or about . If the Agency desires to hire the Employee of the Service Provider to permanent employment with the Agency, it may do so after a period of 688 hours of employment through the Service Provider. If the Agency desires to hire the Employee for permanent employment prior to required time, the Agency agrees to pay the Service Provider one-third (1/3) of the remainder of the required time period cost. The Agency is not obligated to hire into permanent status any employee of the Service Provider. D. Other Compensation, Conditions, Information, or Arrangements: Agency is responsible for supervision of the Employee. Standards of work performance are set by the Agency, and outcomes of work performance as a result of these standards are the responsibility of the Agency. Any dissatisfaction with Employee’s work performance is to be immediately reported to the Service Provider. The Agency agrees to pay for assigned work-related travel of an Employee of the Service Provider. Mileage rate will be at the current rate used by the Agency. Agency will reimburse the Service Provider’s employee directly, unless otherwise stated in the Addendum. (If Agency desires for Service Provider to pay travel and other related expenses to Employee and bill the Agency, an additional administrative fee of 20% will be added to the total mileage invoiced amount.) In addition, the Agency will pay such other business expenses as agreed upon by the Service Provider and the Agency at the time of the execution of their Addendum Work is expected to last as stated in C. above, provided that work performance of Employee is satisfactory to Agency. Employee agrees to work a two-week notice in the event he/she must terminate the placement prior to the ending date desired by the Agency. Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 7 SIGNATURES: ________________________________________ ___________________ Manager Date Vanguard Professional Staffing, Inc. ________________________________________ ___________________ Director Agency: Date Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149 5/18/2026 5/18/2026 Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 8 Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F 09/07/2025 Towe Insurance Service Inc. 404 Nash St NE P. O. Box 1369 Wilson NC 27894-1369 Beverly D. Smith (252) 237-5361 (252) 237-1564 bev@toweins.com Vanguard Professional Staffing, Inc. PO Box 8177 Wilson NC 27893 Philadelphia Indemnity Insurance Company CL259702908 A Contractual Liability Y PHPK2601702-002 09/10/2025 09/10/2026 1,000,000 1,000,000 10,000 1,000,000 3,000,000 3,000,000 A PHPK2601702-002 09/10/2025 09/10/2026 1,000,000 A Y PHUB881323-002 09/10/2025 09/10/2026 1,000,000 1,000,000 A PROFESSIONAL LIABILITY PHPK2601702-002 09/10/2025 09/10/2026 Each Claim Limit $1,000,000 Aggregate Limit $2,000,000 Deductible $5,000 Orange County, its officers, agents and employees are included as Additional Insured for General Liability where required in written contract executed prior to the loss via General Liability Deluxe Endorsement for Temporary Staffing. Sexual/Physical Abuse or Molestation - $1,000,000 Each Claim Limit / $1,000,000 Aggregate Limit. Data Breach & Privacy Liability - $1,000,000 Each Claim Limit / $1,000,000 Aggregate - Coalition Insurance Co Policy #4LPT-161728-Cyber-2023 - 9/10/23 to 9/10/24) Orange County, NC 300 West Tryon St PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 12/31/2025 Aon Risk Services, Inc. of Florida 4010 W. Boy Scout Boulevard, Suite 200 Tampa, FL 33607 www.aon.com Arch Insruance Group 003186 A NFWCC0002009 1/1/2026 1/1/2027 3 1,000,000 1,000,000 1,000,000 David E. Carothers Aon Risk Services, Inc. of Florida Vanguard Professional Staffing, Inc. P.O. Box 8177 Wilson NC 27893 88645443 Orange County, NC 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 Named Insured: Vanguard Professional Staffing, Inc., Eligibility Solutions, Inc. 88645443 | STAFF | 2026-27_WC Template | Noreen Wyatt | 12/31/2025 8:36:44 AM (EST) | Page 1 of 1 Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149Docusign Envelope ID: 756DA6C2-DE68-8359-826D-A06BD32E176F