3-26-032 Attachment B - Sample Goods Services Contract.pdf

Contract #

Vendor # ATTACHMENT B Standard County Agreement

Emergency Mitigation Services #26-032

Walworth County Goods and Services Contract

Project Number: 26-032

Goods and/or services to be provided: Emergency Mitigation Services

Contract Period:

MM/DD/YYYY – MM/DD/YYYY with the option to renew the Contract for ENTER NUMBER OF YEARS IN WORDS AND NUMBERS years.

Contract Amount: $ County:

Organization Name: Walworth County

Address:

100 West Walworth Street Elkhorn, WI 53121

Walworth County Point of Contact: Nicole Whitman

Telephone: 262-741-3443

Cell: 262-379-4789

E-mail: nwhitman@co.walworth.wi.us

Contractor:

Organization Name:

Address:

Contractor Point of Contact:

Name of person responsible for activities of contract

Telephone:

Cell:

E-mail:

mailto:nwhitman@co.walworth.wi.us

Goods and Services Contract

WALWORTH COUNTY REV. 04/24

Approved ________ Enacted 10/2017

PURCHASE OF GOODS AND/OR SERVICES CONTRACT

Parties This Contract is between Walworth County whose business address is, 100 West Walworth Street, Elkhorn, WI 53121, hereinafter referred to as the County and Vendor Name whose business address is Vendor Address hereinafter referred to as Contractor.

This Contract sets forth the responsibilities, time and cost of goods and/or services provided by Contractor.

Article 1 – Goods and/or Services to be Provided

Section 1.1 Goods and/or Services to be Provided

The County and Contractor agree that the Contractor will provide Emergency Mitigation Services at the following location(s):

Lakeland Health Care Center including outbuildings – 1922 County Road, NN Elkhorn, WI 53121

Lakeland School including outbuildings W3905 County Road NN Elkhorn, WI 53121

Department of Public Works including outbuildings and Salt Domes W4097 County Road NN Elkhorn, WI 53121

Vehicle Maintenance Facility W4097 County Road NN, Building A, Elkhorn, WI 53121

Health and Human Services 1910 County Road NN Elkhorn, WI 53121

Judicial Center 1800 County Road NN Elkhorn, WI 53121

Law Enforcement Center including outbuildings 1770 County Road NN, Elkhorn, WI 53121

Government Center 100 W. Walworth Street Elkhorn, WI 53121

Sheriff Range / Training Facility N6637 Hodges Road Elkhorn, WI 53121

East Troy Salt Dome & Garage W1490 County Highway L East Troy, WI 53120

Darien Salt Dome & Garage W7700 County Highway X Darien, WI 53114

Webster House / Boyd Carriage House 9 E. Rockwell Street Elkhorn, WI 53121

Price Park N6421 Hodunk Road Elkhorn, WI 53121

Natureland Park and Shelters W8338 Territorial Road Whitewater, WI 53190

White River Park and Shelters 6503 Sheridan Springs Road Lake Geneva, WI 53147

Veteran’s Park 100 W. Walworth Street Elkhorn, WI 53121

Radio Tower locations (eleven (11))

Approved ________

Goods and services shall be provided in accordance with the County’s Request for Qualifications and the response submitted by Contractor which are attached as the following exhibits and made a part of this Contract.

Exhibit A – Walworth County Request for Qualifications #26-032 for Emergency Mitigation Services Exhibit B – Statement of Qualifications from [Enter Contractor Name]

Article 2 – Term

This Contract is to be effective for the period MM/DD/YYYY through MM\DD\YYYY with the option to renew the Contract for ENTER NUMBER OF YEARS IN WORDS AND (NUMBERS) years under the same terms and conditions upon mutual agreement.

Article 3 – Performance

Section 3.1 Regulations The Contractor agrees to comply with all the requirements of all applicable federal, state, and local laws.

Section 3.2 Inability to Provide Quality or Quantity of Goods and/or Services The Contractor shall notify the County immediately in writing and deliver in person or by registered mail whenever it is unable to provide the required quality or quantity of the goods and/or services. Upon such notification, the County and Contractor shall determine whether such inability will require a revision or termination of this Contract. (See Article 15 “Revision or Termination of this Contract.”)

Section 3.3 Remedies In the event Contractor fails to provide goods/services or creates errors that result in the County being obliged to perform required services, if any, the County will be reimbursed the total cost of the County employees’ wages including benefits and all other costs directly incurred by the County for corrective actions taken.

Section 3.4 Documentation of Quality and Quantity of Goods and/or Services The Contractor shall retain all documentation necessary to adequately demonstrate the time, cost, duration, location, scope, quality and effectiveness of goods and/or services rendered under the Contract. The County reserves the right to not pay for units of goods and/or services reported by the Contractor that are not supported by documentation required under this Contract.

Section 3.5 Standards for Performance in Delivery of Goods and/or Services The County will monitor the Contractor’s performance and will use the results of this monitoring to evaluate the Contractor’s ability to provide adequate goods and/or services to the County. If the Contractor fails to meet contract goals and expected results, the County may reduce or terminate the Contract immediately.

Section 3.6 Force Majeure Neither party shall be in default by reason of any failure in the performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Approved ________ Enacted 10/2017

Article 4 – Payment and Allowable Costs

Section 4.1 Amount Paid Under Contract The maximum payment under this Contract is $______________ per (hour, month, year, etc.) pursuant to Exhibit ___. Actual total payment will be based upon the amount of goods and/or services authorized by the County and the amount of goods and/or services performed by Contractor. It is understood and agreed by all parties that the County assumes no obligation to purchase from the Contractor any minimum amount of goods and/or services as defined in the terms of this Contract.

Section 4.2 Invoicing and Payment The Contractor will invoice the County pursuant to this agreement. All invoices are to be mailed to Walworth County Finance Department – Accounts Payable Division, 100 West Walworth Street, Elkhorn, WI 53121 or emailed to apsupport@co.walworth.wi.us . Unless otherwise agreed, Walworth County will pay properly submitted vendor invoices within forty-five (45) days of receipt of goods and services. Payment will not be made until goods or services are delivered, installed (if required), and accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on a purchase order, if a purchase order is issued with this contract. Walworth County’s preference is to pay for goods/services on procurement card (P-card). However, if P-card is unacceptable, payment will be made in accordance with the above.

Section 4.3 Reimbursement of Expenses The County is not liable to Contractor for any expenses paid or incurred by Contractor unless otherwise agreed in writing.

Section 4.4 Taxes The Contractor understands that they are responsible for all applicable taxes. Neither federal, nor state, nor local income tax nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Contractor or any employees of the Contractor. The Contractor shall provide the Walworth County Department of Finance with a federal employer identification or social security number to allow for proper reporting to federal tax authorities.

Section 4.5 Payment in Excess of Earned Amount The Contractor shall return to County any funds paid in excess of the amount earned under this Contract within 90 days of the end of the Contract period. If the Contractor fails to return funds paid in excess of the amount earned, the County may recover the excess payment from subsequent payments made to the Contractor or through other collection means.

Article 5 – Confidentiality

Section 5.1 Confidentiality Contractor acknowledges that the information disclosed during the performance of this Contract is confidential and/or proprietary to the County. Such information shall not be disclosed to third parties without written consent from the County.

Contractor shall establish and maintain procedures and controls for the purpose of assuring that no information in its records or information obtained from the County or from others in carrying out its function is disclosed.

The County reserves the right to review such procedures to ensure acceptability to the County. Any person(s) requesting information should be referred directly to the County.

Section 5.2 Contract Not Confidential Except for documents identified as an exception to Wis. Stat. s. 19.36(3), the Contract and all related documents are not confidential.

mailto:apsupport@co.walworth.wi.us

Approved ________ Enacted 10/2017

Section 5.3 Promotional Advertising Reference to or use of Walworth County, any of its departments, or sub-units or any County official or employee for commercial promotion is prohibited.

Article 6 – Conflict of Interest

The Contractor shall ensure the establishment of safeguards to prevent employees, contractors, or members of the board from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties.

Article 7 – Debarment and Suspension

The Contractor certifies through signing this Contract that neither the Contractor nor any of its principals are on the state or federal government list of debarred contractors with the effective dates during this Contract. In addition, the Contractor shall notify the County within (5) five business days in writing and send by registered mail if the Contractor or its principals receive a designation from the state or federal government that they are debarred, suspended, proposed for debarment, or declared ineligible by a state or federal agency. The County may consider suspension or debarment to be cause for implementing high-risk contract provisions under Article 16 “Special conditions for high-risk contract” or for revising or terminating the Contract under Article 15 “Revision or termination of this Contract.”

Article 8 – Authorization

The Contractor shall deliver prior authorized goods and/or services only to individuals who have been determined eligible to receive goods and/or services. Individuals to receive the goods and services shall be determined by the County.

Article 9 – Independent Contractor

Section 9.1 Independent Contractor Nothing in this Contract shall create a partnership or joint venture between the County and the Contractor. The Contractor is at all times acting as an independent contractor and is in no sense an employee, agent or volunteer of the County. Contractor is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plan of the County.

Section 9.2 Contract Not Assignable This Contract is not assignable, in whole or in part, by County or Contractor without written consent of Walworth County.

Section 9.3 Sub-Contracting Contractor agrees that no sub-contract with a third party, for all or any part of Contractor’s responsibilities identified in this Contract, may be entered into without prior written approval of the County. County agrees not to withhold approval for Contractor to sub-contract, provided the sub-contractor abides by the terms and conditions of this Contract. Regardless of the participation of an approved sub-contractor, Contractor agrees to retain primary responsibility for the fulfillment of its obligations under this Contract. Contractor shall be fully responsible to the County for the acts and omissions if his subcontractors and/or persons either directly or indirectly employed by them as he is for the acts and omissions of persons directly employed by the Contractor.

Section 9.4 No Authority to Bind County Contractor has no authority to enter into contracts on behalf of County. This Contract does not create a partnership between the parties.

Approved ________

Section 9.5 No Construction All terms and conditions included in this Contract are understood as NO CONSTRUCTION AGAINST ANY PARTY. This Contract is the product of informed negotiations between the County, the parties, all of whom are acknowledged to have been represented by competent and informed counsel. If any part of this Contract is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties.

Article 10 – Indemnity and Insurance

Section 10.1 Indemnity To the proportional extent the Contractor is negligent, Contractor agrees that it will, at all times during the existence of this Contract, indemnify the County, its officers, agents and employees against any and all liability, including claims, demands, damages, actions or causes of actions; together with any and all losses, costs or expense, including attorney fees, where such liability is founded upon or grows out of the acts, errors or omissions of the Contractor, its employees, agents or subcontractors. However, the provisions of this paragraph shall not apply to liabilities, losses, charges, costs or expenses caused by the County.

Section 10.2 Insurance The Contractor agrees that, in order to protect itself as well as the County under the indemnity provision set forth in the above paragraph, the Contractor will at all times during the terms of this Contract keep in force a liability insurance policy issued by a company authorized to do business in the State of Wisconsin and licensed by the Office of the Commissioner of Insurance. Such insurance shall be primary. The types of insurance coverage shall be pursuant to Exhibit A.

The County reserves the right to increase, decrease and/or add additional insurance if necessary.

The Contractor acknowledges that its indemnification liability to the County is not limited by the limits of this insurance coverage.

In the event of any action, suit, or proceedings against the County upon any matter indemnified against, the County shall notify the Contractor by registered mail within five business days.

Article 11 – License, Certification, and Staffing

Section 11.1 License and Certification The Contractor shall meet local, state and federal service standards and applicable state training, licensure and certification requirements as expressed by local, state and federal rules and regulations applicable to the goods and/or services covered by this Contract.

The Contractor shall attach copies of its license or certification document and the most recent licensing or certification report concerning the Contractor to this Contract when returning the signed Contract to the County. During the Contract period, if applicable, the Contractor shall also send the County copies of any licensing inspection reports within 5 business days of receipt of such reports.

Section 11.2 Staffing The Contractor shall ensure that staff providing goods and/or services are properly supervised and trained and that they meet all of the applicable licensing and certification requirements.

Section 11.3 Safety Requirements All material, equipment and supplies provided to the COUNTY must comply with all safety requirements as set forth by the Wisconsin Administration Code, Rules of the Industrial Commission on Safety and all applicable OSHA standards.

Approved ________ Enacted 10/2017

Section 11.4 Regulations Contractor agrees to comply with all the requirements of all applicable federal, state and local laws.

Article 12 – Records

Section 12.1 Ownership All deliverables and /or other products of this Contract (including but not limited to all procedures, solicitation packages, reports, records, summaries and any other matter and materials prepared by Contractor in performance of this Contract) will be the sole, absolute and exclusive property of County, free from any claims or retention of rights, thereto on the part of Contractor, its agents, subcontractor, officers or employees.

Section 12.2 Maintenance of Records The Contractor shall maintain and retain such records and financial statements as required by state and federal laws, rules, and regulations.

Section 12.3 Examination of Records The County shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, transcribe, and copy, on Contractor’s premises, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the County so requests. Any charges for copies of books, documents, papers, records, computer data, storage media or computer printouts provided to the County shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation or expiration of this Contract.

Article 13 – Reporting

The Contractor shall comply with the reporting requirements of the County. All reports shall be in writing and, when applicable, in the format specified by the County. All reports shall be supported by the Contractor’s records. All reports shall be hand delivered to the County, sent by secure e-mail, or sent to the County via registered mail at the address listed in this Contract, if required.

Article 14 – Resolution of Disputes

Section 14.1 Appeal The Contractor may appeal decisions of the County in accordance with the terms and conditions of the Contract and Wis. Stats Chapter 68.

Section 14.2 Choice of Law Any dispute under this Contract or related to this Contract shall be decided in accordance with the laws of the State of Wisconsin and venue for any legal action between parties shall be in Walworth County Circuit Court.

Article 15 – Revision or Termination of this Contract

Section 15.1 Cause for Revision or Termination of this Contract Failure to comply with any part of this Contract may be considered cause for revision or termination of this Contract. County may terminate this Contract at any time immediately for good cause. The County may permit the Contractor a reasonable amount of time to cure a breach of the terms of this Contract, if the breach is amenable to a cure. County shall not unreasonably withhold such permission.

Section 15.2 Amendments All changes that are mutually agreed upon by and between the County and the Contractor, including any increase or decrease in the amount of the Contractor’s compensation, shall be in writing and designated as written amendments to this Contract.

Approved ________

Section 15.3 Severability If any part of this Contract shall be held unenforceable, the rest of this Contract will nevertheless remain in full force and effect.

Section 15.4 Termination of this Contract Either party may terminate this Contract by a 90-day written notice to the other party. The parties shall deal with each other in good faith during the 90-day period after notice of intent to terminate has been given.

In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other materials related to the services prepared by the Contractor under this Contract shall, at the option of the County, become the property of the County.

Upon termination, the County’s liability shall be limited to the costs incurred by the Contractor up to the date of termination. If the County terminates the Contract for reasons other than non-performance by the Contractor, the County may compensate the Contractor for its actual allowable costs in an amount determined by mutual agreement of both parties. If the County terminates the Contract for the Contractor’s breach, the Contractor may be liable for any additional costs the County incurs for replacement goods and/or services and the County may withhold any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages due to the County from the Contractor is determined.

Article 16 – Special Provisions for High-Risk Contract

During the course of the Contract, the County may determine that this Contract is high risk as a result of evaluating the Contractor’s performance or other factors. Determination of high risk status could result in County unilaterally implementing the following changes:

a. Modifying the payment method to a cost reimbursement basis;

b. Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given funding period;

c. Requiring additional, more detailed financial reports;

d. Performing additional project monitoring;

e. Requiring the Contractor to obtain technical or management assistance;

f. Establishing additional prior approvals; or

g. Other conditions that the County considers appropriate considering the circumstances.

The Contractor may appeal these changes under Article 14 “Resolution of Disputes,” or it may request renegotiation of the Contract or give notice of termination of the Contract under Article 15 “Revision or Termination of this Contract.”

Article 17 – Nondiscrimination/Affirmative Action

In connection with the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in Wis. Stats. s. 51.01 (5), sexual orientation as defined in Wis. Stats., s.111.32 (13m), or national origin. This provision shall include, but not be limited to the following:

employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;

rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor further agrees to take affirmative action to ensure equal employment opportunities. Failure to comply with the conditions of this clause may result in the Contractor(s) becoming declared an ineligible Contractor, termination of the Contract, or withholding of payment.

Approved ________ Enacted 10/2017

Article 18 – Additional Provisions

Section 18.1 Order of Precedence In the event of conflict with the incorporated elements of the Contract, the following order of precedence shall prevail:

• Walworth County Goods & Services Contract

• Walworth County Standard Terms and Conditions

• Exhibit A – Request for Qualifications for *******

• Exhibit B – SOQ from CONTRACTOR dated

Article 19 – Federal Contract Terms and Conditions

This article is applicable only in the event that services provided will be using funding from the Federal Emergency Management Agency “FEMA”. In the event of a conflict between the terms in Article 19 and the terms of other articles of the Contract or any other exhibit or appendix, the terms of Article 19 shall govern.

Section 19.1 Compliance with Federal Law, Regulations and Executive Orders The Contractor accepts and acknowledges that federal grant monies could be utilized to fund portions of this Contract. As such, agencies receiving such funds and Contractors awarded contracts that use such funds must comply with certain Federal certifications and clause requirements. The Contractor further acknowledges that federal funding received by Walworth County may flow through the State of Wisconsin, and therefore agrees to comply with all oversight, monitoring, and access-to records requirements imposed by the State of Wisconsin, Walworth County, and federal awarding agencies. It is the Contractor responsibility to be aware of all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives and ensure compliance with such requirements prior to award and throughout the term of any resultant contract. These federal terms apply only when the contract is funded, in whole or in part, with federal financial assistance.

Section 19.2 Davis Bacon Act Applies to construction contracts over $2,000. If applicable, the Contractor must do the following:

a) All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29C.F.R. pt. 5 as may be applicable.

The Contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

b) Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

c) Additionally, contractors are required to pay wages not less than once a week.

Section 19.3 Copeland “Anti-Kickback” Act Applies to construction contracts over $2,000. If applicable, the Contractor must do the following:

a) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

b) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

c) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment U. S. Department of Homeland Security Headquarters 500 C St SW Washington, D.C. 20042 www.fema.gov/procurement-disaster-assistance-team as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.”

Approved ________

Section 19.4 Debarment and Suspension The Consultant represents and warrants that, as of the effective date of the Contract, neither the Consultant nor any subcontractor or subconsultant at any tier is listed on the federal government-wide exclusions in the System for Award Management (SAM), in accordance with 2 C.F.R. pt. 180 and pt. 3000, and the implementing Executive Orders 12549 and 12689. This contract is a covered transaction under these regulations, and the Consultant certifies that none of its principals or affiliates are excluded or disqualified as defined in 2 C.F.R. §§ 180.905, 180.935, 180.940, and 180.995. The Consultant shall comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C for the duration of the Contract and shall flow down these requirements to all lower-tier covered transactions. This certification is a material representation of fact upon which Walworth County relies. If it is determined at any time during the Contract term that the Consultant or any subcontractor or subconsultant is excluded, disqualified, or otherwise not in compliance with these regulations, the Consultant shall immediately notify the County, and the County and the Federal Government may pursue any available remedies, including suspension or debarment.

Section 19.5 Record Retention The Consultant agrees it will retain and will require its subconsultants of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. The Consultant further certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The Consultant will retain all records as required by 2 CFR § 200.333 for a period of three (3) years after it receives County notice that the County has submitted final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Section 19.6 Reporting Requirements Contractor agrees to assist with providing documentation needed for federal grant reporting and auditing requirements under applicable deferral grant requirements including additional documentation not identified in this agreement. Contractor agrees to cooperate fully and promptly with Walworth County with any and all reporting obligations established by Treasury and/or the County as they relate to the federal funding or compliance measures herein.

Section 19.7 Procurement of Recovered Materials The Consultant represents and warrants that in its performance under the Contract, the Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

Section 19.8 Clean Air Act and Federal Water Pollution Control Act The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C.

1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). The Consultant requirements apply to each contract and subcontract exceeding $150,000. Each contract and subcontract must contain a provision that requires the parties to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.

7401–7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251– 1387).

Section 19.9 Energy Efficiency The Consultant certifies that the Consultant will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

Approved ________

Section 19.10 Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352 (as amended) Consultants that apply or bid for an award exceeding $100,000 must file the required certification. The Consultant certifies the following:

a) No federal appropriated funds have been paid or will be paid, by or on behalf of the Consultant, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement.

b) If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to 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 this federal contract, grant, loan, or cooperative agreement, the Consultant shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

c) The Consultant shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

Section 19.11 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Consultant must comply with 40 U.S.C. 3701-3708.

a) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

b) Violation. liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section.

c) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.

d) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in

Approved ________ Enacted 10/2017 paragraphs (b)(1) through (4) of this section.

Section 19.12 Right to Inventions If the federal award is a “funding agreement” under 37 CFR 401.2 and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the County must comply with 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Section 19.13 Federal Agency Seal, Logo, and Flags The Consultant shall not use any federal agency’s seal(s), logos, crests, or reproductions of flags or likenesses of federal agency officials without specific federal agency pre-approval.

Section 19.14 Federal Government The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the County, Consultant, or any other party pertaining to any matter resulting from the Contract.

Section 19.15 Domestic (U.S.) Procurement Preference. (2 CFR § 200.322) Consultant should, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including, but not limited to iron, aluminum, steel, cement, and other manufactured products). For purposes of this clause, (1) “produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States, and (2) “manufactured products” means items and construction materials composed in whole or in part of non‐ferrous materials such as aluminum; plastics and polymer‐based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

Section 19.16 Program Fraud and False or Fraudulent Statements of Related Acts The Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this contract.

Section 19.17 Equal Employment Regulations The Consultant is an Equal Opportunity Employer. As such, the Consultant agrees to comply with all applicable Federal civil rights laws and implementing regulations.

a) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

c) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal

Approved ________ Enacted 10/2017 complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

d) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

e) Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

f) Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to Contractor books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

g) In the event of Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

h) Contractor will include the portion of the sentence immediately preceding paragraph (a) and the provisions of paragraphs (a) through (h) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance

Approved ________ Enacted 10/2017 has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings

Section 19.18 Civil Rights Compliance The Contractor shall comply with all applicable civil rights laws and regulations, including Title VI of the Civil Rights Act (42 U.S.C. 2000d et seq.), Section 504 of the Rehabilitation Act (29 U.S.C. 794), the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.), and 44 C.F.R. Part 7. These requirements apply to all programs, services, and activities funded in whole or in part with federal financial assistance. The Contractor shall include this requirement in all subcontracts.

Section

Section 19.19 Access to Records and Worksites The Contractor agrees to provide Walworth County, the State of Wisconsin, the FEMA Administrator, the Comptroller General of the United States, and their authorized representatives access to any books, documents, papers, and records of the Contractor that are directly pertinent to this Contract for purposes of audits, examinations, excerpts, and transcriptions, and to permit reproduction of such records as reasonably necessary. The Contractor shall also provide the FEMA Administrator and authorized representatives access to any construction or other work sites related to work performed under this Contract. In compliance with the Disaster Recovery Act of 2018, the parties acknowledge that nothing in this Contract is intended to restrict or prohibit audits, examinations, or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

Section 19.20 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment Consistent with 2 C.F.R. § 200.216, Contractor certifies that it, and its sub vendors or subcontractors, will not use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

Section 19.21 Increasing Seat Belt Use in the United States Contractor and subcontractors are encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles.

Section 19.22 Reducing Text Messaging While Driving Contractor and subcontractors are encouraged to adopt and enforce policies that ban text messaging while driving and should also establish workplace safety policies to decrease accidents caused by distracted drivers.

Section 19.23 Federal Drug Free Workplace Contractor and subcontractor agree to comply with the drug- free workplace requirements for federal contractors pursuant to 41 U.S.C.A. § 8102.

Section 19.24 Conflict of Interest Consistent with 2 C.F.R. Sec. 200.318(c), the County maintains a conflict of interest policy and that such conflict of interest policy is applicable to the activities funded under the FEMA grant award. The parties have no business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would conflict in any manner or degree with the performance of their obligations under this agreement. If such conflict arises, parties must immediately disclose the conflict. In the event of a conflict, any remedies including termination of the agreement are available.

Section 19.25 Buy America This clause applies to infrastructure projects funded in whole or in part with federal assistance exceeding the Simplified Acquisition Threshold (currently $250,000) and awarded on or after January 2, 2023, or obligated under 2 C.F.R. Part 184 on or after October 23, 2023. This clause does not apply to non‑infrastructure projects.

When applicable, and as required by the Build America, Buy America Act (Pub. L. 117‑58), all iron, steel, Approved ________ Enacted 10/2017 manufactured products, and construction materials used in the project must be produced in the United States unless a federal waiver is granted. The Contractor shall provide documentation of compliance upon request and shall flow this requirement down to all subcontractors.

Signatures

This Contract becomes null and void if the time between the County’s authorized representative signature and the Contractor’s authorized representative signature on this Contract exceeds sixty days.

For County Walworth County Typed Name: Jessica Conley Title: Finance Director

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For Contractor

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