RFP 367-OC5435 Comprehensive Emergency Operations Plan Update.pdf

Orange County Government Request for Proposal RFP#: 367-OC5435

Comprehensive Emergency Operations Plan Update

Date of Issue: September 23, 2024

Proposal Opening Date: October 23, 2024, by 2:00 pm

Direct all inquiries concerning this RFP to:

Jovana Amaro

Purchasing Agent Phone: 919-245-2651

Email: jamaro@orangecountync.gov

Electronic responses ONLY will be accepted for this solicitation.

mailto:jamaro@orangecountync.gov

1. PURPOSE AND BACKGROUND

Orange County, in collaboration with the Towns of Chapel Hill, Carrboro, and Hillsborough, are seeking planning services to update the County’s Comprehensive Emergency Operations Plan (EOP) and associated Hazard Specific and Functional Annexes. The current EOP was formally adopted in 2013.

The County’s EOP update should include the formal update and integration of the three (3) municipal Emergency Operations Plans as annexes to the County EOP.

Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto.

2.0 GENERAL INFORMATION

2.1 REQUEST FOR PROPOSAL DOCUMENT

The RFP is comprised of the base RFP document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFP in advance of any Contract award are incorporated herein by reference.

2.2 NOTICE TO FIRMS REGARDING RFP TERMS AND CONDITIONS

It shall be the Firm’s responsibility to read the Instructions, Orange County’s terms and conditions, all relevant exhibits and attachments, and any other components made a part of this RFP and comply with all requirements and specifications herein. Firms also are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this RFP.

If Firms have questions, issues, or exceptions regarding any term, condition, or other component within this RFP, those must be submitted as questions in accordance with the instructions in Section 2.4 PROPOSAL QUESTIONS. If Orange County determines that any changes will be made as a result of the questions asked, then such decisions will be communicated in the form of an RFP addendum.

2.3 RFP SCHEDULE

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

Event Responsibility Date and Time Issue RFP OC September 23, 2024 Submit Written Questions Firm October 7, 2024 Provide Response to Questions OC October 15, 2024 Submit Proposals Firm October 23, 2024 Vendor Presentation of Proposal Firm TBD Contract Award OC TBD Contract Effective Date OC TBD

2.4 PROPOSAL QUESTIONS

Upon review of the RFP documents, Firms may have questions to clarify or interpret the RFP 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 jamaro@orangecountync.gov by the date and time specified above.

Firms should enter “RFP#: 367-OC 5435: Questions” as the subject for the email. Questions submittals should include a reference to the applicable RFP section.

Questions received by the deadline date, Orange County’s response, and any additional terms deemed necessary by Orange County will be posted in the form of an addendum to Orange County website https://www.orangecountync.gov/bids.aspx and shall become an Addendum to this RFP. 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 RFP, shall be considered authoritative or binding. Firms shall rely only on written material contained in an Addendum to this RFP.

2.5 PROPOSAL SUBMITTAL

IMPORTANT NOTE: This is an absolute requirement. The firm shall bear the risk for late submission due to unintended or unanticipated delay. Any proposal submitted after the proposal deadline will be rejected.

Firms should enter “RFP#: 367-OC5435 Company’s name, Comprehensive Emergency Operations Plan Update” 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 October 23, 2024. Electronic submittals shall be emailed to Jovana Amaro, Purchasing Agent at jamaro@orangecountync.gov copying Sarah Pickhardt, Division Chief of Emergency Management at spickhardt@orangecountync.gov by the date specified above.

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

2.6 PROPOSAL CONTENTS

Firms shall populate all attachments of this RFP that require the Firm to provide information and include an authorized signature where requested. Proposals shall be no longer than 20 pages and will include the following items and those attachments should be arranged in the following order:

a) Cover Letter (Identify Project Manager)

b) A written narrative response to address the Project Organization

c) A written narrative response to address the Technical Approach

d) Firm Qualifications and Experience

e) References

f) Total cost for the proposed services and a per square foot cost for proposed services

g) Acknowledgement of receipt of any addenda.

h) E-Verify form.

i) Orange County Non-Discrimination Certification form.

j) Supplemental Vendor Information: Historically Underutilized Businesses form.

k) Non-Collusion Affidavit form.

l) Iran Divestment Act Certification Requirements form.

m) Certification Regarding Debarment, Suspension, and Ineligibility form.

mailto:jamaro@orangecountync.gov https://www.orangecountync.gov/bids.aspx mailto:jamaro@orangecountync.gov mailto:spickhardt@orangecountync.gov

3.0 METHOD OF AWARD AND PROPOSAL EVALUATION PROCESS

3.1 METHOD OF AWARD

All qualified proposals will be evaluated, and awards will be made to the Firm(s) meeting the RFP requirements and achieving the highest and best final evaluation, based on the criteria described below.

While the intent of this RFP is to award a Contract(s) to single Firm, Orange County reserves the right to make separate awards to different Firms for one or more line items, to not award one or more line items or to cancel this RFP in its entirety without awarding a Contract, if it is considered to be most advantageous to the County to do so.

Orange County reserves the right to waive any minor informality or technicality in proposals received.

3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING

EVALUATION

During the evaluation period—from the date proposals are opened through the date the contract is awarded—each Firm submitting a proposal (including its representatives, sub-contractors and/or suppliers) is prohibited from having any communications with any person inside or outside the using agency, issuing agency, other government agency office, or body (including the purchaser named above, department secretary, agency head, members of the general assembly and/or governor’s office), or private entity, if the communication refers to the content of Firm’s proposal or qualifications, the contents of another Firm’s proposal, another Firm’s qualifications or ability to perform the contract, and/or the transmittal of any other communication of information that could be reasonably considered to have the effect of directly or indirectly influencing the evaluation of proposals and/or the award of the contract. A Firm not in compliance with this provision shall be disqualified from contract award, unless it is determined in Orange County’s discretion that the communication was harmless, that it was made without intent to influence and that the best interest of Orange County would not be served by the disqualification. A Firm’s proposal may be disqualified if its sub-contractor and supplier engage in any of the foregoing communications during the time that the procurement is active (i.e., the issuance date of the procurement to the date of contract award). Only those discussions, communications or transmittals of information authorized or initiated by the issuing agency for this RFP or general inquiries directed to the purchaser regarding requirements of the RFP (prior to proposal submission) or the status of the contract award (after submission) are excepted from this provision.

3.3 PROPOSAL EVALUATION PROCESS

Orange County shall review all Firm responses to this RFP to confirm that they meet the specifications and requirements of the RFP.

Proposals will be received from each responsive Firm according to the method of submission specified in Section 2.5 of this RFP.

All proposals must be received by Orange County not later than the date and time specified on the cover sheet of this RFP.

The evaluating committee will request oral presentations with any or all firms for clarification or to amplify the materials presented in any part of the proposal. All proposals should be complete and reflect the most favorable terms available from the Firm.

Proposals will generally be evaluated according to completeness, content, and experience with similar projects, ability of the Firm and its staff, and cost. Specific evaluation criteria are listed in 3.4 EVALUATION CRITERIA, below.

Firms are cautioned that this is a request for offers, not an offer or request to contract, and Orange County reserves the unqualified right to reject any and all offers at any time if such rejection is deemed to be in the best interest of the County.

Upon completion of the evaluation process, the County will make Award(s) based on the evaluation criteria below.

3.4 EVALUATION CRITERIA

All qualified proposals will be evaluated and award made based on considering the following criteria, to result in an award most advantageous to Orange County:

Criteria Maximum Point Value

1. Firm experience as it relates to the scope of services of the RFP. 25

2. Technical approach in providing service and support. Proposed

Schedule of tasks and timeline to complete work 15

3. Project Organization 15

4. Firm has the size and capacity to perform project 15

5. Total cost of proposed services (Section 4.2) 30

Total 100

4.0 REQUIREMENTS

4.1 CONTRACT TERM

The Contract shall commence on the date of contract award (the “Effective Date”). Work shall be performed in accordance with specific dates as listed in this RFP with all work shall be completed a year from the contract effective date.

Attached is a Sample Services Agreement. This Agreement involves the use or expenditure of federal sourced funds. The successful firm will be required to enter into a service contract with the County.

4.2 INSURANCE REQUIREMENTS

The Firm 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 https://www.orangecountync.gov/DocumentCenter/View/1866/MinimumInsurance-Coverage- Requirements-PDF https://www.orangecountync.gov/DocumentCenter/View/1866/MinimumInsurance-Coverage-Requirements-PDF https://www.orangecountync.gov/DocumentCenter/View/1866/MinimumInsurance-Coverage-Requirements-PDF

4.3 NORTH CAROLINA PUBLIC RECORDS

All proposals received by Orange County shall be considered public information subject to lawful disclosure under North Carolina Public Records Law. Any proposal material deemed by the vendor to constitute either proprietary or trade secret material shall be designated as such, and each page or section of a page containing such material shall be marked by the vendor. In addition, it shall be the sole responsibility of the vendor to demonstrate to a court of competent jurisdiction that their designation is proper.

4.4 PRICING

The proposal price shall constitute the total cost to Orange County for complete performance in accordance with the requirements and specifications herein, including all applicable charges handling, administrative and other similar fees. The firm shall not invoice for any amounts not specifically allowed for in this RFP.

4.5 BUSINESS REGISTRATION

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

4.6 INVOICES

Invoices must include an accurate description of the services for which the invoice is being submitted, the invoice date, the period of time covered, the amount of fees due to the Firm and the original signature of the Firm’s project manager. The County will authorize payments, as outlined in the scope of services, to the Firm. (Also, noted as a percentage of the entire contract). Invoices shall be sent to:

Orange County Emergency Services

Attn: Sarah E. Pickhardt 510 Meadowlands Drive Hillsborough, NC 27278

4.7 FIRM QUALIFICATIONS AND EXPERIENCE

In its Proposal, the Firm shall demonstrate experience with public sector clients with similar or greater size and complexity to Orange County.

A. Introduction: Company Information and Executive Summary

Each respondent shall provide the following company information:

1. Firm’s name and business address, including telephone number, e-mail address and WEB site address.

2. The type of firm (individual, partnership, corporation) and list the names of all partners, principles, etc.

3. Year established. Include former firm name(s) and year(s) established, if applicable.

4. The name, title, email address and telephone number of the firm’s authorized negotiator for this project.

The person identified must be empowered to make binding commitments for the firm and its subcontractors.

5. A general discussion of the proposing firm’s technical approach to the project to include startup procedures/requirements, methodology, management, and billing/invoices reporting procedures to FEMA and the County.

The purpose of the introduction is to provide information about the proposing firm, as well as the firm’s approach to the project.

B. Qualifications of the Firm

1. Provide a description and history of the firm focusing on previous governmental experience.

2. Provide an organizational chart, resumes and summary of staff qualifications.

3. Recent experience demonstrating current capacity and current expertise.

4. Documented knowledge and experience of Federal, State and Local emergency agencies, state and federal programs, funding Sources and reimbursement processes.

4.8 REFERENCES

Firms shall provide at least three (3) references for which your company has provided Services of similar size and scope to that proposed herein. Orange County may contact these users to determine the Services provided are substantially similar in scope to those proposed herein and Firm’s performance has been satisfactory. The information obtained may be considered in the evaluation of the proposal.

COMPANY NAME CONTACT NAME TELEPHONE NUMBER

4.9 PERSONNEL

Firm shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Contract Lead. Firm shall notify the Contract Lead of any desired substitution, including the name(s) and references of Firm’s recommended substitute personnel. Orange County will approve or disapprove the requested substitution in a timely manner. Orange County may, in its sole discretion, terminate the services of any person providing services under this Contract. Upon such termination, Orange County may request acceptable substitute personnel or terminate the contract services provided by such personnel.

4.10 FIRM’S REPRESENTATIONS

a) The firm warrants that qualified personnel shall provide Services under this Contract in a professional manner. “Professional manner” means that the personnel performing the Services will possess the skill and competence consistent with the prevailing business standards in the industry. The firm agrees that it will not enter any agreement with a third party that may abridge any rights of Orange County under this Contract. Firm will serve as the prime contractor under this Contract and shall be responsible for the performance and payment of all subcontractor(s) that may be approved by the County. Names of any third party Firms or subcontractors of Firm may appear for purposes of convenience in Contract documents; and shall not limit Firm’s obligations hereunder. The firm will retain executive representation for functional and technical expertise as needed in order to incorporate any work by third party subcontractor(s).

b) If any Services, deliverables, functions, or responsibilities not specifically described in this Contract are required for Firm’s proper performance, provision and delivery of the service and deliverables under this Contract, or are an inherent part of or necessary sub-task included within such service, they will be deemed to be implied by and included within the scope of the contract to the same extent and in the same manner as if specifically described in the contract. Unless otherwise expressly provided herein, Firm will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Firm to provide and deliver the Services and Deliverables.

c) Firm warrants that it has the financial capacity to perform and to continue perform its obligations under the contract; that Firm has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Firm that could materially adversely affect performance of this Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of competent jurisdiction.

d) A sample of the Services Contract – RFP/RFQ that will be executed with the selected Firm is included.

5.0 SCOPE OF SERVICES

The contractor will conduct a thorough update of the Comprehensive Orange County Emergency Operations Plan to include best practices and Emergency Management Accreditation Program (EMAP) standards. This includes the following and any other duties that might be necessary to complete the scope of services:

• Update the County’s EOP and include the formal update and integration of the three (3) municipal Emergency Operations Plans as annexes to the County EOP.

• Include the review of and integration with the hospital and University EOPs that exist within the County’s jurisdictional boundaries.

• Facilitate a kick-off meeting, any necessary group or individual follow-up meetings, and a close out meeting with public sector, private sector, non-profit, and community group stakeholders.

• Each municipal EOP annex update should include at least a kick off and close out meeting and may be scaled to address the needs of the specific municipality.

• Hold regular project update meetings with the project management group, comprised of the emergency managers from each jurisdiction.

• Prepare and provide a draft version of the EOP to project stakeholders for review.

The EOP should address the following areas:

• Whole Community and Racial Equity/Social Justice considerations

• Access and Functional Needs Considerations

• Decision Points for EOC Activation and EOC Activation Levels

• Resource Request Coordination and Process

• National Incident Management System (NIMS), Incident Command System (ICS), and EOC

Concept of Operations (including roles and responsibilities)

• Primary and Supporting Agency Roles and Responsibilities

• EOC Organization using a combination Emergency Support Function (ESF)/ICS model

• Procurement and Purchasing

• Legal Authority and Supporting Documents

• Planning Assumptions based on All Threats/Hazards

• Job Action Checklists for EOC positions

This update will include either the update of or development of the following Hazard Specific and Functional Annexes as specified.

Hazard Specific Annexes:

• Acts of Terrorism (develop)

• Mass Gathering Response (develop)

• Public Health Emergencies (update)

• Hazardous Materials Response (update)

• Major Fires (develop)

• Weather Related Events (update)

• Interstate, Highway and Roadway Response (develop)

• Fuel Shortage (update)

• Extended Drought (develop)

• Cyber Incident Response (develop)

Functional Annexes:

• Emergency Operations Center (update)

• Notification and Alerting (update)

• Coordination and Control (update)

• Evacuation and Shelter-In-Place (update)

• Credentialing (update)

• Sheltering and Mass Care (update)

• Public Information (update)

• Mass Casualty Response (update)

• Mass Fatality Response (update)

• Damage Assessment (update)

• Donations Management (update)

• Cost Recovery and Administration (update)

• Central Receiving and Distribution (update)

• Training and Exercises (update)

• Volunteer Coordination (update)

• Debris Management (develop)

5.1 TASKS/DELIVERABLES

The successful team shall provide all of the necessary planning, engagement, and project management expertise for a successful update of the Comprehensive Emergency Operations Plan.

A. The contractor shall develop a project timeline.

B. Engage and facilitate meetings with public sector, private sector, non-profit, and community group stakeholders to gain consensus and provide input into the plan update.

C. Capture and provide meeting minutes and other project management assets from meetings and collaboration sessions.

D. Develop or update the specified hazard specific and functional annexes.

E. Provide copies of the final documents in both Microsoft Word and PDF formats.

5.2 PROJECT ORGANIZATION

The Firm shall describe the organizational and operational structure it proposes to utilize for the work described in this RFP and identify the responsibilities to be assigned to each person Firm proposes to staff the work.

5.3 TECHNICAL APPROACH

Firm’s proposal shall include, in narrative, outline, and/or graph form the Firm's approach to accomplishing the tasks outlined in the Scope of Work section of this RFP. A description of each task and deliverable and the schedule for accomplishing each shall be included.

CONTRACT ADMINISTRATION

6.1 PROJECT MANAGER AND CUSTOMER SERVICE

The Firm shall designate and make available to Orange County a project manager. The project manager shall be the County’s point of contact for contract related issues and issues concerning performance, progress review, scheduling and service.

6.2 POST AWARD MANAGEMENT REVIEW MEETINGS

The Firm, at the request of Orange County, shall meet monthly with the County for Project Review meetings.

The purpose of these meetings will be to review project progress reports, discuss Firm and the County’s performance, address outstanding issues, review problem resolution, provide direction, evaluate continuous improvement and cost saving ideas, and discuss any other pertinent topics.

ADDENDUM ACKNOWLEDGEMENT FORM

Consultants must acknowledge receipt of addendums posted by Orange County before the RFP/RFQ deadline https://www.orangecountync.gov/Bids.aspx. Please initial for Addendums received.

Addendum No 1 ________________

Addendum No 2 ________________

Addendum No 3 ________________ https://www.orangecountync.gov/Bids.aspx jamaro Stamp

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

Supplemental Vendor Information: HISTORICALLY UNDERUTILIZED BUSINESSES

Company Name: ____________________________________________________ Date: _________

Historically Underutilized Businesses (HUBs) consist of minority, women and disabled business firms that are at least fifty-one percent owned and operated by an individual(s) of the categories. Also included in this category are disabled business enterprises and non-profit work centers for the blind and severely disabled.

Pursuant to G.S. 143B-1361(a), 143-48 and 143-128.4, the County invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled. This includes utilizing subcontractors to perform the required functions in this RFP/RFQ. Any questions concerning NC HUB certification, contact the North Carolina Office of Historically Underutilized Businesses at (919) 807- 2330. The Vendor shall respond to question #1 and #2 below.

1) Is Vendor a Historically Underutilized Business? Yes No

2) Is Vendor Certified with North Carolina as a Historically Underutilized Business? Yes No

If so, state HUB classification:

http://ncadmin.nc.gov/businesses/hub

NON-COLLUSION AFFIDAVIT

State of North Carolina Orange County

____________________________, being first duly sworn, deposes and says that:

1. He/She is the_______________of_______________________, the proposer that has submitted the attached proposal;

2. He/She is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal;

3. Such proposal is genuine and is not a collusive or sham proposal;

4. Neither the said proposer nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly, with any other proposer firm or Person to submit a collusive or sham proposal in connection with the contract for which the attached proposal has been submitted or to refrain from proposing in connection with such contract, or has in any manner, directly or indirectly sought by agreement or collusion of communication or conference with any other proposer, firm or person to fix the price or prices in the attached proposal or of any other proposers, or to fix any overhead, profit or cost element of the proposal price of the proposal of any other proposer or to secure through collusion, conspiracy, connivance or unlawful agreement any advantage against Orange County or any person interested in the proposal contract;

and

5. The price or prices quoted in the attached proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the proposer or any of its agents, representatives, owners, employees, or parties in interest, including this affiant.

__________________(Seal)

__________________(Title)

SUBSCRIBED AND SWORN TO BEFORE ME,

This _______Day of ______________, 202

NOTARY PUBLIC _____________________

My Commission Expires ________________

IRAN DIVESTMENT ACT CERTIFICATION REQUIRED BY N.C.G.S.

143C-6A-5(a)

Name of Contractor, Vendor or Bidder:

As of the date listed below, the contractor, vendor or bidder listed above, and all subcontractors utilized by the contractor, vendor or bidder listed above, is not listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S. 143-6A-4.

The undersigned hereby certifies that he or she is authorized by the contractor, vendor or bidder listed above to make the foregoing statement.

Signature Date

Printed Name Title

Notes to persons signing this form:

N.C.G.S. 143C-6A-5(a) requires this certification for bids or contracts with the State of North Carolina, a North Carolina local government, or any other political subdivision of the State of North Carolina. The certification is required at the following times:

□ When a bid is submitted

□ When a contract is entered into (if the certification was not already made when the vendor made its bid)

□ When a contract is renewed or assigned

N.C.G.S. 143C-6A-5(b) requires that contractors with the State, a North Carolina local government, or any other political subdivision of the State of North Carolina must not utilize any subcontractor found on the State Treasurer’s Final Divestment List. The State Treasurer’s Final Divestment List can be found on the State Treasurer’s website at the address www.nctreasurer.com/Iran and will be updated every 180 days.

*****Contractor, Vendor or Bidder – Return This Form with All Other Required Documentation***** http://www.nctreasurer.com/Iran

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY and

VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTION

(To be submitted with all bids exceeding $25,000.)

(1) The prospective Applicant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(2) The prospective Applicant also certifies by submission of this proposal that all subcontractors and suppliers (this requirement flows down to all subcontracts at all levels) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(3) Where the prospective Applicant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this bid or proposal.

The Applicant, ________________________________________ , certifies or affirms the truthfulness and accuracy of this statement of its certification and disclosure, if any.

DATE _________________________

SIGNATURE ___________________

NAME _________________________

TITLE _________________________

COMPANY_____________________

State of __________________

County of ________________

Subscribed and sworn to before me this___ day of _____________, 202_.

Notary Public ______________________ My Appointment Expires ____________

ARPA Sourced 02-22 V3

[Departmental Use Only]

TITLE

FY

NORTH CAROLINA

SERVICES AGREEMENT (ARPA)

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, “Orange County” or 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 Agreement is for services to be rendered or supplies, equipment, or products provided (the “Product”) by Provider to County with respect to (insert type of project):

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

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

iv) The Product to be performed under this Agreement consists of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein.

v) This Agreement involves the use or expenditure of federal sourced funds. Addendum 1 is made part of this Agreement and is fully incorporated herein.

2. Responsibilities of the Provider

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

b. Standard of Care.

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

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

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

iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other 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) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement except that in any such conflict involving Addendum 1, Addendum 1 shall control.

vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign.

3. Basic Services

a. Basic Services. The services to be rendered pursuant to this Agreement are as follows (fully describe services or products to be provided):

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.

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 the Basic Services in accordance with the approved project schedule at no additional cost to the County.

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

5. Compensation

a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Dollars ($ ). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b).

b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed.

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

6. Responsibilities of the County

a. Cooperation and Coordination. The County has designated ( ) 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 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 http://www.orangecountync.gov/departments/purchasing_division/contracts.php 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 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 work on 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S.

147-86.81.

c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination.

d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action.

e. Entire Agreement. This Agreement represents the entire and integrated agreement between the

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

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

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.