Finance and Administrative Services Department – Purchasing Division

RFQ No 367-OC5490 GENERAL ENGINEERING AND ENVIRONMENTAL SERVICES

THE COUNTY OF ORANGE, NORTH CAROLINA

Electronic Responses only will be accepted for this solicitation.

Orange County North Carolina is seeking proposals for its Solid Waste Management Department (Department) for multi-disciplined general engineering/solid waste services to be available to support the ongoing and recurring need for engineering and environmental consulting services to perform tasks beyond the capacity of the Department.

INTRODUCTION

The Department consists of recycling, sanitation and landfill functions. The recycling function includes recyclable materials collection, processing and marketing, and is provided through both in-house and contract services. Orange County is one of the leading state entities with regard to waste reduction success and has adopted a solid waste master plan with a goal of zero waste by 2045.

The landfill function includes oversight and maintenance of two closed MSW landfills, one of which was closed in 2013, oversight and maintenance of a closed construction and demolition landfill and management of an operational construction and demolition (C&D) landfill. The County currently transfers MSW out of county utilizing a non-County owned and operated transfer station. Additional landfill related functions include operation of scrap metal and white goods recycling, scrap tire recycling, cardboard recycling and yard waste/clean wood/storm debris recycling/mulching. Landfill staff also sells mulch and compost to the public. Methane was previously recovered by the University of North Carolina for conversion to electricity but is now being burned off.

The Sanitation Division operates and maintains the County’s four (4) unmanned recycling drop-off sites and five (5) manned Waste and Recycling Centers. Three (3) of the Waste and Recycling Centers have been updated to include compactors. The two remaining sites will be addressed in the upcoming years.

PROJECTS AND SCOPE OF SERVICES:

Typical projects/functions will include:

• Preparation of presentation material for public meetings including AutoCAD drawings, poster boards, renderings, etc.

• Attendance at internal and public meetings

• Preparing design and bidding documents for department projects

• Assistance in preparing scope of work for requests for proposals

• Assistance with review of bid documents and proposals

• Preparing drawings, calculations, evaluations, estimates, assessments, etc.

• Examples of the possible types of projects that may be included:

o Design of recycling/solid waste convenience centers/drop-off sites o Facility permits amendments o Transfer Station preliminary site assessment and feasibility/needs assessment o Permitting of land clearing, debris processing and treatment facilities/compost facilities o Interpretation of rules/legislation o Evaluation of sites for Transfer Station and/or material recovery facility o Design and permitting of Transfer Station o Construction & Demolition Landfill design and permitting o Design of crew spaces.

o Monitoring and remediating PFAS as required

Experience and/or capability may be required in any of the following subjects:

• Landfill Gas Management and Recovery

• Composting & Organics Management

• Groundwater Management

• Master Planning and Permitting

• Geotechnical Engineering

• Facilities Planning and Design

• Gas and Groundwater Remediation

• Quality Assurance/Quality Control

• Materials Handling and Recovery

• Regulatory Compliance

• Site Assessment

• Transfer Station Design and Construction

• Waste Stream Analysis and Minimization

• Rate Studies

• Risk Assessment

• Cost Estimating

• Laboratory Analysis

• Alternative/Emerging Technologies Assessment

• Solid Waste Strategic Planning

• Construction and Demolition debris recycling

• Waste and Recyclables Collection

• PFAS monitoring and remediation

Note: It is not required that a firm be experienced/capable in all the above areas of expertise, however, the successful firm may need access to this expertise through sub-contracting or other arrangements as approved by County.

SUBMITTING RESPONSE:

IMPORTANT NOTE: This is an absolute requirement. Firms shall bear the risk of late submission due to unintended or unanticipated delay. Any proposal submitted after the proposal deadline will be rejected. Electronic Responses only will be accepted for this solicitation.

Firms should enter “RFQ#:367-OC5490: General Engineering and Environmental Services, Company’s name”: as the subject for the email. Electronic (PDF Format) submittals should be less than 15MB in size and submitted by 2:00 p.m. EST on November 3, 2026. PDF files should include bookmarks that link to sections to allow easy document navigation. Electronic submittals shall be emailed to Jovana Amaro, Finance Manager-Purchasing, finance-purchasing@orangecountync.gov by the date specified above.

Critical updated information may be included in Addenda to this RFQ. It is important that all Firms proposing on this RFQ periodically check Orange County’s website for any Addenda that may be issued prior to the RFQ deadline. All Firms shall be deemed to have read and understood all information in this RFQ and all Addenda thereto.

RFQ Schedule: The table below shows the intended schedule for the RFQ. Orange County will make every effort to adhere to this schedule

Event Responsibility Date and Time Issue RFQ Orange County October 6, 2026 Submit Written Questions Firm October 20, 2026 Provide Response to Questions

Orange County October 27, 2026

Submit Proposals Firm November 3, 2026 Presentation (Finalists) Firm TBD Contract Effective Date Orange County TBD

Proposal Questions:

Upon review of the RFQ documents, firms may have questions to clarify or interpret the RFQ in order to submit the best proposal possible. To accommodate the Proposal Questions process, firms shall submit any such questions by the above due date.

Written questions shall be emailed to: finance-purchasing@orangecountync.gov and Cheryl Young, Research and Data Manager, at cyoung@orangecountync.gov by the date specified above. Firms should enter “RFQ No 367-OC5490: Questions” as the subject for the email. Question submittals should include a reference to the applicable RFQ section. Answers to these questions and any additional terms deemed necessary by Orange County will be posted in the form of an addendum to the Orange County Website http://www.orangecountync.gov/Bids.aspx, and shall become an addendum to this RFQ. No information, instruction or advice provided orally or informally by any Orange County personnel, whether made in response to a question or otherwise in connection with this RFQ shall be considered authoritative or binding. Firms shall rely only on written material contained in an Addendum to this RFQ.

mailto:finance-purchasing@orangecountync.gov mailto:finance-purchasing@orangecountync.gov mailto:cyoung@orangecountync.gov http://www.orangecountync.gov/Bids.aspx

SUBMITTAL RESPONSE REQUIREMENTS:

A. Contact Information (in Cover Letter)

Include the firm’s name and mailing address, and the contact information (name, mailing address, email address, and telephone number) of the person the County should contact regarding the proposal.

B. Legal Status of the Candidate and Signers (in Cover Letter) State the full, exact legal name of the candidate. State whether the candidate is an individual, corporation, limited partnership, general partnership, limited liability company, etc. If organized outside North Carolina, specify whether the firm has received a certificate of authority from the N.C.

Secretary of State to transact business in North Carolina. State whether the entity is in existence at the time the proposal is submitted. State the names and titles of the individuals who will sign the contract with the County.

C. General information of available resources, subcontractors and range of services.

D. Experience of the firm with similar “as needed” engineering contracts. Include three (3) professional references.

E. Qualifications of the proposed Project Manager(s) and other key personnel that would most likely be assigned.

F. Geographic location of the firm (or office carrying out the work) relative to Orange County G. Demonstrated capability to complete work tasks on time and within budget H. Copy of current rate sheet I. Acknowledgement of any addendums posted by Orange County (if necessary) J. Living Wage: Orange County is committed to providing its employees with a living wage and encourages its contracted agencies to pursue the same goal. Acknowledgement of receipt of Orange County’s Living Wage Contractor Policy.

K. E-Verify: HB789 imposes E-Verify requirements on contractors who enter into certain contracts with state agencies and local governments. The legislation specifically prohibits governmental units from entering into certain contracts “unless the contractor and the contractor’s subcontractors comply with the requirements of Article 2 of Chapter 65 of the General Statues.” (Article 2 of Chapter 65 establishes North Carolina’s E-Verify requirements for private employers.) It is important to note that the verification requirement applies to subcontractors as well as contractors.

L. Orange County Non-discrimination Certification Form.

BUSINESS REGISTRATION

The firm selected under this RFP will be required to have an active business registration with the North Carolina Secretary of State.

NON-COLLUSION STATEMENT (in Cover Letter)

Include and sign the following statement as part of the cover letter or on a separate page at the end of the submission:

I, ________________________________ affirm that I have not engaged in collusion with any County employee(s), vendor, or other person, corporation or firm in connection with this proposal. I understand that collusion is a violation of state and federal law and may result in fines, imprisonment, and civil penalties.

Signature: _______________________________

INSURANCE

The successful respondent will be required to show proof of professional liability insurance that will cover the length of this project. Respondents will also cite in their response any and all claims that have been filed against the professional liability insurance carried by the respondent within the last five years.

EVALUATION

Selection of the consultant(s) will be based on the following criteria but not necessarily be limited to the following.

• Overall qualifications and experience of the firm and any subcontractors (30 points)

• Qualifications of individuals assigned to a project (25 points)

• Information supplied by references (15 points)

• Demonstrated capability to complete work tasks on time and within budget (30 points)

County staff will evaluate all proposals and may or may not require a presentation by qualified firms.

Depending on the response pool, the Staff may choose to select up to two firms to negotiate an agreement with. If negotiations prove unsuccessful with one or both, the County will proceed with the subsequently ranked firm(s) to negotiate an agreement. Orange County recognizes not all firms will meet all disciplines.

CONTRACT

Contract shall be awarded for a period of five (5) years with an option to extend the contract for two (2) additional three-year periods. Attached is a copy of the County’s standardized contract.

Please note that Orange County reserves the right to accept or reject any and all proposals.

TRADE SECRETS AND CONFIDENTIALITY

As a general rule, all submissions to the County are available to any member of the public.

However, if materials qualify as provided in this section, the County will take reasonable steps to keep trade secrets confidential.

The term “trade secret” means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process that: (a) derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

The term “record” means all documents, papers, letters, maps, books, photographs, films, sound recordings, magnetic or other tapes, electronic data-processing records, artifacts, or other documentary material, regardless of physical form or characteristics, received by the Orange County Government in connection with the candidate’s proposal.

Designation of Confidential Records: If a firm intends to maintain the confidentiality of any trade secrets included in its submission, the firm must clearly mark those materials with the words “trade secrets” at the time they are first provided to the County. Materials should only be designated as trade secrets when the firm has a reasonable and good‑faith belief that the material qualifies under the statutory definition.

The firm should also make reasonable efforts to separate materials marked as trade secrets from those that are not. Any proposal content the firm considers proprietary, or a trade secret must be clearly labeled as such, with each page or section containing confidential information appropriately marked. It is the sole responsibility of the vendor to demonstrate to a court of competent jurisdiction that its designation is valid.

ADDENDUM ACKNOWLEDGEMENT FORM

Consultants must acknowledge receipt of addendums posted by Orange County before the RFP/RFQ deadline. Please initial for Addendums received.

Addendum No 1 ________________

Addendum No 2 ________________

Addendum No 3 ________________ jamaro Stamp

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

Acknowledged Receipt by:

Company Name:

Date: __

STATE OF NORTH CAROLINA

AFFIDAVIT

ORANGE COUNTY

I, ____________________________(the individual attesting below), being duly authorized by and on behalf of

________________________________ (the entity bidding on project hereinafter "Employer") after first being duly sworn hereby swears or affirms as follows:

1. Employer understands that E-Verify is the federal E-Verify program operated by the United States

Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS §64-25(5).

2. Employer understands that Employers Must Use E-Verify. Each employer, after hiring an employee to work in the United States, shall verify the work authorization of the employee through E-Verify in accordance with

NCGS§64-26(a).

3. Employer is a person, business entity, or other organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No)

a. YES _____, or

b. NO _____

4. Employer's subcontractors comply with E-Verify, and if Employer is the winning bidder on this project

Employer will ensure compliance with E-Verify by any subcontractors subsequently hired by Employer.

This ____ day of _______________, 20__.

Signature of Affiant Print or Type Name: _________________________

State of North Carolina, _________ County

Signed and sworn to (or affirmed) before me, this the _____ day of ________________, 20__.

My Commission Expires:

Notary Public

(Affix O fficial/N otarial Seal)

ORANGE COUNTY NONDISCRIMINATION CERTIFICATION

The undersigned bidder or proposer hereby certifies and agrees that the following information is correct:

1. In preparing its enclosed bid or proposal, the undersigned bidder or proposer has considered all bids and proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in discrimination as defined in Section 12-52 of the Orange County Non-discrimination Ordinance.

2. Without limiting any other remedies that Orange County may have for a false certification, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for Orange County to reject the bid or proposal submitted with this certification, and terminate any contract awarded based on such bid or proposal. It shall also subject the bidder or proposer to disqualification from participating in county contracts or bid processes for up to two years.

3. As a condition of contracting with Orange County, the undersigned bidder or proposer agrees to promptly provide to Orange County all information and documentation that may be requested by Orange County from time to time regarding the solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure to maintain or failure to provide such information constitutes grounds for Orange County to reject the bid or proposal and to terminate, without penalty to Orange County, any contract awarded on such bid or proposal. All such information and documentation shall be maintained for a period of three years after the expiration of the contract.

4. As part of its bid or proposal, the undersigned bidder or proposer shall provide to Orange County a list of all instances within the past ten years where a complaint was filed or pending against bidder or proposer in a legal or administrative proceeding alleging that bidder or proposer discriminated against its subcontractors, vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint, including any remedial action taken.

5. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees to comply with the Orange County Non-discrimination Ordinance. Falsification of this certification shall constitute a violation of the Orange

County Non-Discrimination Ordinance and shall be grounds for rejection of the bid or proposal or termination of an existing contract, without fault or further obligation to Orange County.

6. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees that Orange County may consider the information submitted as part of this certification in its determination of the responsibility of the undersigned bidder or proposer. The undersigned bidder or proposer, as the case may be, waives the right to challenge the rejection of a bid or proposal when such rejection is based, in its entirety, on information submitted as part of this certification.

The bidder or proposer certifies the undersigned has full authority to sign on its behalf.

By:________________________________________

Printed Name and Title

On behalf of _________________________________

Company or Corporate name

Revised 01/24 1

[Departmental Use Only]

TITLE

FY

NORTH CAROLINA

SERVICES AGREEMENT RFP/RFQ

ORANGE COUNTY

This Services Agreement (hereinafter “Agreement”), made and entered into this day of , 20 , (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and , (hereinafter, the "Provider").

WITNESSETH:

That the County and Provider, for the consideration herein named, do hereby agree as follows:

1. Services

a. Scope of Work.

i) This Services Agreement (“Agreement”) is for services to be rendered by

Provider to County with respect to (insert type of project):

ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner.

iii) Time is of the essence with respect to this Agreement.

iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for

Basic Services under this Agreement shall be as set forth herein.

2. Responsibilities of the Provider

a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards.

b. Standard of Care.

i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional

ATTACHMENT F

Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the

Basic Services.

ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County.

iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship.

iv) Provider is an independent contractor of County. Any and all employees of the

Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider.

v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation.

vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and

Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign.

3. Basic Services

a. Basic Services.

Revised 01/24 3

i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s Request for Proposals or Request for

Qualifications (the “RFP”) “RFP Number for “ ” issued , 20 , and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments (designate all attachments).

In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this

Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s RFP together with attachments, Provider’s Proposal together with attachments.

ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.)

Milestone Task Milestone Date Milestone Fee

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

iii) Should County reasonably determine that Provider has not met the Milestone

Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates.

4. Duration of Services

a. Term. The term of this Agreement shall be from to .

b. Scheduling of Services

i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3.

Revised 01/24 4

ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the

County.

iii) The Commencement Date for the Provider's Basic Services shall be .

5. Compensation

a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Dollars ($ ). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute.

Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as

Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County’s acknowledgement of the satisfactory completion of Task one. Upon the County’s acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment.

b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement.

6. Responsibilities of the County

a. Cooperation and Coordination. The County has designated ( ) to act as the

County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of

Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information.

7. Insurance

a. General Requirements. Provider shall obtain, at its sole expense, Commercial General

Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange

County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If http://www.orangecountync.gov/departments/purchasing_division/contracts.php

Revised 01/24 5

County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark

N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager.

8. Indemnity

a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law.

9. Amendments to the Agreement

a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written

Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County.

10. Termination

a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider.

b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this

Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations.

c. Compensation After Termination.

i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all

Revised 01/24 6 relevant documentation, including but not limited to, job cost records, to support its claims for final compensation.

ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project.

d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement.

e. Suspension. County may suspend the Basic Services and this Agreement at any time for

County’s convenience and without penalty to County upon three (3) days’ notice to

Provider. Upon any suspension by County, Provider shall discontinue the Basic

Services and shall not resume the Basic Services until notified to proceed by County.

11. Additional Provisions

a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the

County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other.

b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North

Carolina.

c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the

Orange County Non-Discrimination Policy and Orange County Living Wage Policy

(each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter

64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to

G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81.

d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this http://www.orangecountync.gov/departments/purchasing_division/contracts.php

Revised 01/24 7

Agreement shall be brought in the General Court of Justice of North Carolina sitting in

Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action.

e. Entire Agreement. This Agreement, together with the RFP and its attachments and the

Proposal and its attachments, represents the entire and integrated agreement between the

County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures.

f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the

Parties.

g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County.

h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate.

In the event that public funds are unavailable or not appropriated for the performance of

County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement.

In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects

County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority.

i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with

Article 11A and Article 40 of North Carolina General Statute Chapter 66.

j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following:

Revised 01/24 8

Orange County Provider’s Name & Address

Attention:

P.O. Box 8181

Hillsborough, NC 27278

IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written.

ORANGE COUNTY: PROVIDER:

By: _________________________________

By: __________________________________

Printed Name and Title

Revised 01/24 9

ORANGE COUNTY—INTERNAL USE ONLY

Finance Information

Vendor Name: Vendor Contact Person: Phone: Address: City State:

Zip: Department: Amount: Purpose: Budget Code(s): Vendor #

Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No

Contract Details

Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )

Effective Date End Date Notice Date (Notice Purpose )

Award

Approved by Board (Agenda Date: ); Made or Administered by

Signature Authority

- BOCC Express Delegation (Agenda Date: )

- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000

- Budget Policy Section XV (Capital Improvement Project: )

Bidding

Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )

Department Affirmation

This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement.

This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed:

Department Director’s Signature ________________________________________ Date: ________

Information Technologies

This agreement has been reviewed and is approved as to information technology content and specifications:

Office of the Chief Information Officer___________________________________ Date: ________

Inapplicable because no hardware/software purchases or related services

Risk Management

This agreement is approved for sufficiency of insurance standards, specifications, and requirements:

Office of the Risk Management Officer___________________________________ Date: _________

Financial Services

This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control

Act:

Office of the Chief Financial Officer ____________________________________ Date: _________

Legal Services

This agreement is approved as to legal form and sufficiency:

Office of the County Attorney __________________________________________Date: ________

Clerk to the Board

All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov

The following signature block is for hard copies only and is not required for Docusign contracts:

Received for record retention:

Office of the Clerk to the Board __________________________________________Date:_________