VILLAGE OF WESLEY CHAPEL SPECIALMEETING - COUNCIL MINUTES WESLEY CHAPEL VILLAGE HALL 6490 Weddington Road, Wesley Chapel, NC2 28104 September 18, 2023-3:30PM  The Village Council of Wesley Chapel, North Carolina met at Village Hall at 6490 Weddington Members Present: Mayor Amanda Fuller, Mayor Pro Tem David Boyce, Council Member Deb  Road, Wesley Chapel, North Carolina.  Bledsoe Vagn Hanson  Absent: StaffPresent: 1. Call to Order 2.B Business:  Council Members Lori Bailey and Mike Como and Planning Administrator  Finance Officer/Clerk Kathy Queen  Mayor Fuller called the meeting to order at 3:39 p.m. A quorum was present.  Mayor Fuller noted the purpose of the meeting was to approve the Resolution to Approve a Municipal Accounting Service, Cybersecurity and Technical Assistance Memorandum of Agreement presented by the North Carolina League of] Municipalities (NCLM.) She stated this program is funded by the NCLM through grant proceeds and will not cost the MOTION and. second were made by Mayor. Pro Tem Boyce and Council Member Bledsoe and  Village anything. passed unanimously. 3.Adjourn  MOTION and second were made by Mayor Pro Tem Boyce ànd Council Member Bledsoe to  adjourn the meeting at 3:40 p.m. VILLAGE OF WESLEX CHAPEL CMMSL Amanda Fuller, Mayor Attest: he  Re Manieipals  Incorporated bns Caroline  Clerk  1998  Council! Minutes- Special Meeting 2023-09-18  Pg.1    RESOLUTION TO APPROVE A MUNICIPAL ACCOUNTING SERVICES, CYBERSECURITY AND TECHNICAL ASSISTANCE MEMORANDUMIC OF  AGREEMENT WITNESSETH:  WHEREAS, the North Carolina State Budget Act of2021 (SL 2021-180, as amended by SL 2021-189, and SL 2022-6) provided to the NCI League ofMunicipalities (League) grant funds provided to the State ofNorth Carolina by the U.S. Treasury pursuant the Coronavirus State and Local Fiscal Recovery Funds ofH.R. 1319, American Rescue Plan WHEREAS, the League received two Award Agreements (OSBM-NCLM-65) from the Office of State Budget and Management (OSBM) and the North Carolina Pandemic WHEREAS, the first Award Agreement is identified as OSBM-NCLM-65. This grant enables the League to provide "financial software and assistance programs for units of local government for expenses related to the COVID-19 pandemic... ." This grant is referred to as the Municipal Accounting Services and Cybersecurity Grant; and WHEREAS, the second Award Agreement is identified as OSBM-NCLM-66. This grant enables the League "to provide guidance and technical assistance to units oflocal government in the administration of funds from the Local Fiscal Recovery Fund, as established in Section 2.6ofS.L. 2021-25, and in the administration of projects funded through the State Fiscal Recovery Fund, as established in Section 2.2 ofS.L. 2021-25." This grant is referred to as the Guidance and Technical Assistance Grant; and WHEREAS, the Municipal Accounting Services and Cybersecurity Grant and the Guidance and Technical Assistance Grant are collectively referred to herein as the WHEREAS, the League Grants are deemed part ofUS Treasury Expenditure Category: 6, Revenue Replacement and shall only be spent on governmental services; and WHEREAS, pursuant to US Treasury Guidance, units of] local government that receive services that are funded by one or both ofthel League Grants are beneficiaries ofone or both of the League Grants, respectively, and such services are provided at no cost to these WHEREAS, the League has established al Municipal Accounting Services, Cybersecurity and Technical Assistance Memorandum of Agreement pursuant to the terms ofthe League's] Municipal Accounting Systems and Cybersecurity Grant and the Guidance and WHEREAS, this Municipal Accounting System, Cybersecurity and Technical Assistance Memorandum of Agreement will offer local municipalities:  Actof2021 (ARP); and  Recovery Office (NCPRO); and  "League Grants".  local governments; and  Technical Assistance Grant; and  1    (1): Services rendered by the League (League Services) including but not limited to capital expenditures for special purpose software and computer equipment as (2) Services rendered by one or more service providers (Contractor Services), retained by the League on behalf oft the Municipality, who are members ofa particular profession or possess a special skill as set forth in $2 C.F.R. 200.459; (3) Equipment, including information technology systems, and supplies, including computing devises, as set forth in $2C.F.R. 200.439 and $2 C.F.R. 200.453; and  set forth in $2 C.F.R. 200.439; and  and  WHEREAS, the Municipal Accounting Services, Cybersecurity and Technical Assistance Memorandum of Agreement, is attached hereto as Exhibit A; and NOW, THEREFORE BE IT RESOLVED BY THE CITY/TOWN COUNCIL/BOARD OF THE WESLEY CHAPEL:  1. That, the Municipal Accounting Services, Cybersecurity and Technical Assistance 2. That the Manager/Clerk is authorized to execute the attached Memorandum of Agreement (or one substantially equivalent thereto) and such other agreements as necessary in accordance with the League's Municipal Accounting Services and Cybersecurity Grant and the Guidance and Technical Assistance Grant.  Memorandum of Agreement is hereby approved.  Adopted, this the 1R'faye of fiams TOWN/ÇITY OF WESLEY CHAPEL endkSAN  By: (Name) Mayor  o Wesley Municipal Incorporated Norh ca!  S  Town Clerk  1998  u  2    Exhibit. A  MUNICIPAL ACCOUNTING SERVICES, CYBERSECURITY AND TECHNICAL ASSISTANCE MEMORANDUM OF AGREEMENT (MOA).  3    MUNICIPAL ACCOUNTING SERVICES, CYBERSECURITY AND TECHNICAL ASSISTANCE MEMORANDUM OF AGREEMENT  This Municipal Accounting Services, Cybersecurity and Technical Assistance Memorandum of Agreement (hereinafter the "Agreement")i is entered into as ofthe Effective Date set out below, by and between the Town of Wesley Chapel (hereinafter the "Municipality") and the NC League of Municipalities (hereinafter thel League), each additionally referred to as a "Party"; and collectively as the "Parties." This Agreement and the obligations hereunder shall be effective upon execution For good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties  ofthis Agreement by all Parties ("Effective Date").  agree as follows:  Article I. Overview.  1. Enabling Law and Regulation.  The North Carolina State Budget Acto of2021 (SL2021-180, as amended by SL 2021-189, and SL 2022-6) provided to the League grant funds provided to the State ofNorth Carolina by the U.S. Treasury pursuant the Coronavirus State and) Local Fiscal Recovery Funds ofH.R. 1319, American Rescue Plan Act of 2021 (hereinafter ARP/CSLFRF). Pursuant to this legislation, the League received two Award Agreements from the Office of State Budget and Management (hereinafter OSBM) and the North Carolina Pandemic Recovery Office (hereinafter NCPRO). The funds are deemed part ofUS Treasury Expenditure Category: 6, Revenue Replacement and  shall only be spent on governmental services.  2. Grants Awarded to the NCI League ofMunicipalities.  The first Award Agreement is identified as OSBM-NCLM-6. This grant enables the League to provide "financial software and assistance programs for units of local government for expenses related to the COVID-19 pandemic... This grant is referred to as the Municipal Accounting The second Award Agreement is identified as OSBM-NCLM-66. This grant enables the League "to provide guidance and technical assistance to units oflocal government in the administration of funds from the Local Fiscal Recovery Fund, as established in Section 2.6 ofS.L. 2021-25, and in the administration of projects funded through the State Fiscal Recovery Fund, as established in Section 2.2ofS.L. 2021-25."This grant is referred to as the Guidance and Technical Assistance The Municipal Accounting Services and Cybersecurity Grant and the Guidance and Technical  Services and Cybersecurity Grant.  Grant.  Assistance Grant are collectively referred to herein as the "League Grants".  One or both ofthel League Grants fund this Agreement.  1    3. Status of thel Parties.  The undersigned Municipality isal beneficiary ofthel League Grants. The service providers retained by the League and funded by the League Grants for the benefit ofthel Municipality are contractors  ("Contractors"). 4. Services Offered.  Pursuant toi this Agreement, the League hereby offers the following to the Municipality: Services rendered by the League ("League Services"). See ExhibitA.  Services rendered by one or more service providers ("Contractor Services"): retained by the League on behalf of the Municipality, who are members of a particular profession or possess a special skill as set forth in $2 C.F.R. 200.459. See Exhibit B, as applicable (and Equipment, including information technology systems, and supplies, including computing devises, as set forth in $2 C.F.R. 200.439 and $2 C.F.R. 200.453. The League shall fund  subsequent Exhibits, as applicable).  League Services and Contractor Services pursuant to this Agreement.  Thel League shall fund League Services and Contractor Services pursuant to this Agreement. The  Municipality accepts the League Grant(s) pursuant to this Agreement.  5. Additional Services.  Additional Services (hereinafter "Additional Services") may be offered to thel Municipality by the League during the League's Grant period pursuant tot this Agreement. The Munictpality'sothcia, who is designated in the Municipality's adopting Resolution, may execute further agreements, modifications of this Agreement, and agree to Additional Services to be provided to the Municipality. These Additional Services shall be described in additional Exhibits to this Agreement (Exhibit C,D,E, etc.) that, when executed by the Parties, shall become part of this  Agreement.  Term of Agreement.  This Agreement shall begin on thel Effective Date ofthis agreement and shall end when terminated at the discretion either party. All expenditures by the League under this Agreement must be obligated on or before December 31,2024, and expended on or before December31,2026. Unless otherwise terminated, this Agreement shall expire on December, 31, 2026. Agreements executed by the Municipality and the Contractor, as may be reflected in] Exhibit B, (and subsequent Exhibits attached hereto, as applicable) will survive termination ofthis Agreement, unless terminated early  by the Municipality and the Contractor. 7. Termination of Agreement.  The League may terminate this Agreement, in whole or in part, at any time upon written notice to the Municipality and the Contractor. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time oftermination. The Contractor shall promptly submit its termination claim to the League to be paid. Ifthe Contractor has any property  2    ini its] possession belonging toi the League, the Contractor will account for the same, and dispose of  itint the manner the League directs. 8. Duties oft the Municipality.  The Municipality will utilize League Services and Contractor Services in accordance with this Agreement. It agrees to submit quarterly performance reports for the League Services and Contractor Services received pursuant to this Agreement and to cooperate with the League in appropriate reviewofthesel League Services and Contractor Services. The nature and scope ofthe reports will depend on the project. Any deficiencies or other performance concerns will be The Municipality shall obtain and provide to the League a unique entity identifier assigned by the The Municipality shall provide the League with all relevant information requested by the League to enable the League to comply with the reporting requirements of the Federal Funding Accountability and Transparency Act of 2006 (31 U.S.C. 6101 note) or other federal or state requirements or audits, unless such information is otherwise confidential under applicable federal  addressed with the! Municipality and the Contractor.  System for Award Management (SAM), which is accessible at www.sam.gov.  or state laws.  Article II. Scope ofl Funded Activities.  1. Scope of Services (and subsequent. Exhibits as applicable). 2. Approved Budget.  Services provided pursuant to this Agreement are set forth in the Exhibit A &E B attached hereto  The League, in consultation with the Municipality and the Contractor, shall establish applicable rates and fees to align with the scope ofs services described in Exhibit B (and subsequent Exhibits as applicable) or amendments thereto as approved in writing by the League. Such charges and rates under this Agreement, once finalized and accepted by the League, are. hereinafter referred to as the "Approved Budget". The League shall furnish the Municipality with a copy of the Approved Budget, which will include a detailed summary of charges and rates that thel League will be obligated to expend for the benefit oft thel Municipality using applicable grant funding.  3. Prior Approval for Changes.  The Municipality shall not make any changes, directly ori indirectly, to the Contractor Services, or  the Approved Budget, without the prior written approval ofthel League.  4. Allowable Costs for Services Rendered. and not be otherwise prohibited under State or Federal law.  All services provided pursuant to this Agreement must fall with the definitions of allowable cost Title 21 U.S. Code ofFederal Regulations Part 200, Uniform Administrative Requirements, Cost  3    Principles, and Audit Requirements for Federal Awards, commonly called Uniform Guidance, Subpart E, defines those items of cost that are allowable, and which are unallowable. These  allowable cost requirements are:  1. The costs must be reasonable;  2. The costs must be allocable to eligible projects under the Coronavirus State and Local Fiscal Recovery Funds ofH.R. 1319. American Rescue Plan Act of2021 (ARP); 3. The costs must be given consistent treatment through application of those generally accepted accounting principles appropriate to the circumstances; 4. The costs must conform to any limitations or exclusions set forth in these principles or in the ARP/CSLFRF grant award as to types or amounts of cost items.  4. Prohibited Uses ofFunding.  The US Treasury's Final Rule prohibits certain uses of ARP/CSLFRF funds. Specifically, ARP/ CSLFRF funds may not be used for projects within the following categories of expenditures:  1.To make a deposit into aj pension fund that constitutes an extraordinary payment ofan accrued, unfunded liability (Routine contributions which are part of a payroll obligation  for an eligible project are allowed);  2.7 To borrow money or: make debt service payments; 3. To replenish rainy day funds or to fund other financial reserves;  4. To satisfy an obligation arising from a settlement agreement, judgment, consent decree, or judicially confirmed debt restricting in a judicial, administrative, or regulatory 5.1 Fora aj project that includes a term or condition that undermines efforts to stop the spread ofCOVID-19 or discourages compliance with recommendations and guidelines in CDC 6. In violation of the conflict-of-interest requirements imposed by the award terms and 2 7. For any expenditure that would violate other applicable federal, state, and local laws  proceeding;  guidance for stopping the spread of COVID-19;  CFR 200.318(c). and regulations.  Article II. Compensation.  1. Payment ofFunds.  The League will pay the Contractor identified in Exhibit B (and other Contractons/Consultants identified in subsequent Exhibits as applicable) for services rendered in accordance with the Approved Budget and for the performance of the Contractor Services. No Contractor Services shall be funded by the League outside the parameters of the League Grants. Fees and costs must The Municipality has no obligation to pay for any services identified in the Approved Budget that are the League's responsibility. Services not expressly agreed to by the League shall be the  be supported by evidence ofbona fide services rendered.  responsibility of the Municipality.  4    2. Invoices.  Email invoices to Accountspayablearp@ncm.ory. Expenses must be reasonable and necessary, documented, itemized, and incurred in accordance with this Agreement. AlILeague expenditures under this Agreement must be obligated on or before December 31, 2024 and expended on or  before December 31, 2026.  Article IV. Compliance with Grant Agreement and Applicable Laws.  1. Expenditure Authority.  This Agreement is subject to the laws, regulations, and guidance documents authorizing and implementing the ARP/CSLFRF grant, including, but not limited to, the following:  Authorizing Statute. Section 603 of the Social Security Act (42 U.S.C. 803), as added by section 9901(a) oft the American Rescue Plan Act of2021 (Pub. L. No. 117-2). Implementing Regulations. Subpart A of31 CFR Part 35 (Coronavirus State and Local Fiscal Recovery Funds), as adopted in the Coronavirus State and Local Fiscal Recovery Funds interim final rule (86F FR 26786, applicable May 17,2021 through March 31, 2022) and final rule (87 FR 4338, applicable January 27, 2022 through the end of the ARP/CSLFRF award term), and other subsequent regulations implementing Section 603 Guidance Documents. Applicable guidance documents issued from time-to-time by thel US Department ofTreasury, including the currently applicable version of the Compliance and  ofthe Social Security Act (42 U.S.C. 803).  Reporting Guidance: State and Local Fiscal Recovery Funds.  This Agreement is also subject to all applicable laws oft the State ofNorth Carolina.  2. Conflicts ofInterest; Gifts & Favors.  The Municipality understands that (1)it will use Fiscal Recovery Funds to pay for the cost oft this Agreement, and 1(2)t the expenditure ofFiscal Recovery Funds is governed by the League's Conflict ofInterest Policy and the Federal and State regulatory requirements (including, without limitation, The Municipality certifies that, as of the date hereof, to the best ofits knowledge after reasonable inquiry, no employee, officer, or agent of the Municipality involved in the selection, award, or administration of this Agreement (each, a "Covered Individual"), nor any member ofa a Covered Individual's immediate family, nor a Covered Individual's partner, nor an organization which employs or is about to employ a Covered Individual, has a financial or other interest in or has received a tangible personal benefit from Fiscal Recovery Funds, except as to the funds legally expended in this Agreement. Should the Municipality obtain knowledge of any such interest, or any tangible personal benefit described in the preceding sentence after the date hereof, the  N.C. Gen. Stat. $ 14- 234(a)(1)and N.C. Gen. Stat. $ 14-234.3(a).  Municipality shall promptly disclose the same to the League in writing.  5    The Municipality certifies to the League that it has not provided, nor offered to provide, any gratuities, favors, or anything of value to an officer, employee, or agent oft the League. Should the Municipality obtain knowledge of the provision, or offer ofa provision, ofany gratuity, favor, or anything of value to an officer, employee, or agent described in the preceding sentence after the date hereof, the Municipality shall promptly disclose the same to the League in writing.  3. Records Retention and Access.  The Municipality shall maintain all records, books, papers and other documents related to its performance of Approved Activities under this Agreement (including without limitation personnel, property, financial and medical records) through at least December 31, 2031, or such longer period as is necessary for the resolution ofany litigation, claim, negotiation, audit, or other inquiry involving this Agreement. The Municipality shall make all records, books, papers and other documents that relate to this Agreement, unless otherwise privileged, available at all reasonable times for inspection, review or audit by the authorized representatives of the League, the North Carolina State Auditor, the US Department of Treasury, the US Government Accountability Office, and any other authorized state or federal oversight office.  4. Suspension and Debarment.  The Municipality shall comply with the Office of] Management and Budget (OMB) Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement) in 2 CFR Part 180, as adopted by the U.S. Department ofTreasury at 31 CFR Part 19. The Municipality represents that neither it, nor any of its principals has been debarred, suspended, or otherwise determined ineligible to participate in federal assistance awards or contracts. The Municipality further agrees that it will notify the League immediately ifit, or any of its principals, is placed on the list of parties excluded from federal procurement or nonprocurement programs available at  www.sam.goy,  5. Byrd Anti-Lobbying Amendment.  Thel Municipality certifies to the League that it has not used and will not use Federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee ofany agency, a Member ofCongress, officer or employeeofCongress, or an employee ofal Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. $ 1352. The Municipality shall disclose any lobbying with non- Federally appropriated funds that takes place in connection with obtaining any. Federal award. This certification is a material representation of fact upon which the League has relied when entering this Agreement and all liability arising from an erroneous representation shall be borne solely by  the Municipality. 6. Publications.  Any publications produced with funds from this Agreement shall display the following language: "This project is supported, in whole or in part, by federal award number SLFRP0129 awarded to NC League of Municipalities through the State ofNorth Carolina by the U.S. Department ofthe  Treasury."  6    7. Equal Opportunity and Other Relevant Federal Laws The Municipality agrees during the performance ofthis Agreement the following:  Civil Rights Laws.  The Municipality shall comply with Title VIofthe Civil Rights Actof1964 (42U.S.C. 88 2000d et seq.) and Treasury's implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or  activities receiving federal financial assistance.  Fair Housing Laws.  The Municipality shall comply with the Fair Housing Act, Title VIII of the Civil Rights Act of1 1968 (42 U.S.C. $8 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.  Disability Protections.  The Municipality shall comply with section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination on the basis of disability under any program  or activity receiving federal financial assistance.  Age Discrimination.  The Municipality shall comply with the Age Discrimination Act of 1975 (42 U.S.C. $8 6101 et seq.), and Treasury'si implementing regulations at 31 CFR Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial  assistance.  Americans with Disabilities Act.  The Municipality shall comply with TitlelIofthe Americans with Disabilities Actof1990 (42U.S.C. 88 12101 et seq.), which prohibits discrimination on the basis ofdisability under programs, activities, and services provided or made available by state and local  governments or instrumentalities or agencies thereto.  Clean Air Act.  The Municipality agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. S 7401 et seq. The Municipality agrees to report each violation to Unit and understands and agrees that Unit will, in turn, report each violation as required to the U.S. Department ofthe' Treasury, and  the appropriate Environmental Protection Agency Regional Office.  Federal Water Pollution Control Act.  The Municipality agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. $ 1251 et seq. The Municipality agrees to report each violation to Unit and understands and agrees that Unit will, in turn, report each violation as required to assure notification to the U.S. Department of the Treasury, and the appropriate Environmental Protection Agency  Regional Office.  7    Hatch Act.  The Municipality agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C. SS 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment isi in connection with an activity  financed in whole or in part by this federal assistance.  Protections for Whistleblowers-  In accordance with 41 U.S.C. $ 4712, the Municipality may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse ofauthority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation oflaw, rule, or regulation related to a federal contract (including the competition for or negotiation ofa contract) or grant. Uniform Relocation Assistance and Real Property Acquisitions Acto of1970. (42 U.S.C. 8S 4601-4655) The Municipality will implement standards for predictable real property acquisition and relocation expenses for homeowners and tenants ofland acquired  through eminent domain.  Governmentwide Requirements for Drug-Free Workplace.  31 C.F.R. Part 20. The Municipality will implement required statements, policies and  procedures.  Increasing Seat Belt Use in the United States.  Pursuant to Executive Order 13043, 621 Fed. Reg. 19216(Apr. 18, 1997), The Municipality encourages its employees to adopt and enforce on-the-job seat belt policies and programs for its employees when operating company-owned, rented or personally owned vehicles. Pursuant to Executive Order 13513, 74 Fed. Reg. 51225 (Oct. 6, 2009), The Municipality encourages its employees to adopt and enforce policies that ban text messaging while  Reducing Text Messaging While Driving.  driving.  Article V. Limitations ofLiability  1.1 Limitations ofLiability.  In no event shall the League have any liability to the Municipality or any third party for damages resulting from Municipality's use of services provided through this Agreement or any separate agreement between the Municipality and the Contractor identified in Exhibit B (and other Contractors identified in subsequent Exhibits as applicable) In no event shall the League be liable for any loss of profit or revenue, including but not limited to loss revenue caused by a cyber security breach, by the Municipality or any consequential, indirect, incidental, special, punitive, or exemplary damages incurred or suffered by the Municipality, even ifthe League has been advised ofthe possibility ofsuch  8    loss or damage. Further, except for claims based on U.S. Patent or U.S. Copyright infringement or for personal injury or physical loss or damage to real or tangible personal property caused by the negligence of the League, Municipality agrees that the League's total liability for all claims ofany kinds arising as ai result of, or related to, this Agreement, whether based on contract, tort, (including but not limited to strict liability and negligence) warranty, or on other legal or equitable grounds, shall bel limited to general money damages and shall not exceed the amounts actually received by Municipality under this Agreement. THE REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES, EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE GOODS AND SERVICES COVERED BY OR FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES (I) OF MERCHANTABILIY, (II) OF FITNESS FOR A PRACTICAL PURPOSE, OR (II) ARISING FROM COURSE OF PERFORMANCE OR DEALING, OR FROM USAGE  OF TRADE.  Article VI. General Conditions.  2. Venue and Jurisdiction.  This Agreement will be governed by and construed in accordance with thel laws ofNorth Carolina. The exclusive forum and venue for all actions arising out of this Agreement is the appropriate division oft thel North Carolina General Court of. Justice in Wake County. Such actions may not be  commenced in, nor removed to, federal court unless required by law.  3. Nonwaiver.  No action or: failure to act by the League constitutes a waiver of any ofits rights or remedies that arise out of this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in al breach ofthis Agreement, except as specifically agreed in writing.  4. Limitation of Authority.  Nothing contained in this Agreement may be deemed or construed to in any way stop, limit, or impair the Municipality from exercising or performing any regulatory, policing, legislative,  governmental, or other powers ori functions.  5. Assignment.  The Municipality may not assign or delegate any of their rights or duties that arise out of this  Agreement without thel League's written consent.  6. Integration.  This. Agreement contains the entire agreement between the parties pertaining to the subject matter of this Agreement. With respect to that subject matter, there are no promises, agreements, conditions, inducements, warranties, or understandings, written or oral, expressed, or implied,  between the parties, other than as set forth or referenced ini this Agreement.  9    7. North Carolina Public Records Law  Notwithstanding any other provisions of this Agreement, this Agreement and all materials submitted to the Municipality by the League are subject to the public records laws of the State of North Carolina and iti is the responsibility of the League to properly designate materials that may be protected from disclosure as trade secrets under North Carolina law as such and in the form required by law prior to the submission ofs such materials tot the Municipality. League understands and agrees that the Municipality may take any and all actions necessary to comply with federal, state, and locall laws and/orjudicial orders and: such actions will: not constitute al breachofthet terms of this Agreement. To the extent that any other provisions of this Agreement conflict with this  paragraph, the provisions ofthis section shall control.  8. E-Verify  League shall comply with E-Verify, 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 and as in accordance with N.C.G.S. $64-25 et seq. In addition, to the best ofLeague'sl knowledge, any subcontractor employed by League as a part oft this contract shall be in compliance with the  requirements ofE-Verify and N.C.G.S. $64-25 et seq.  9. Iran Divestment Act  League certifies that, as oft the date listed below, it is not on the Final Divestment List as created by the State Treasurer pursuant to N.C.G.S. $ 147-86.55, et seq. In compliance with the requirements oft the Iran Divestment Act and N.C.G.S. $147-86.59,League shall not utilize in the performance ofthe contract any subcontractor that isi identified on thel Final Divestment List. League certifiest thati itl has not been designated by thel North Carolina State Treasurer as a company  10. Companies Boycotting Israel Divestment. Act engaged in the boycott of] Israel pursuant to N.C.G.S. 147-86.81.  Remainder ofi page left blank intentionally. Signatures are onf followingpage.]  10    IN WITNESS WHEREOF, the parties hereto have executed this Agreement by digital signature on the respective dates below, and this Agreement shall be effective upon the date of the  Municpaltyssignatur.  NCLEAGUE OF MUNICIPALITIES:  MUNICIPALITY: TOWN OF WESLEY CHAPEL aNorth Carolina municipal corporation Cnamlshl Amanda Zullir  By: Signature  By: Signature Name MAlye 9-18-23 Date of Signature ATTEST:  Rose Vaughn Williams Executive Director Date of Signature  City/Towf/Village Clerk (or designee) AD  GNeley Fas  s  1998 cl  Incoponted North  11    Exhibit A League Services  In addition to the Contractor Services set out in Exhibit B, the League may provide some  or all ofthe services described below. 1. Cyber Security Assessment  Thel League's Cyber Security Advisor, or CyberField Technician ("Security Team"), will conduct a comprehensive assessment of the Municipality's overall cyber security posture ("Security Assessment") against the current standardized framework established by the Center for Internet Security ("CIS"). The Security Team will review approximately 155 security controls in coordination with the Municipality's management, and will provide IT support to establish a baseline security posture matrix. The Security Team will review the results and make appropriate hardware, software, policy, and procedure recommendations in accordance with industry best  practices and the baseline standards set by the CIS assessment framework.  2. ITI Evaluation  Prior to the installation ofaccounting software, including Black Mountain software, the League's IT technicians ("Technical Team") will review and evaluate the IT System's environment ("IT Evaluation") of the Municipality to verify the system is adequate to operate the software. The Technical Team will review the computer system forminimum security controls such as password protection, firewall installation and operation, and up to date antivirus programs. The Technical Team will act as a liaison to assist with communications between the software Contractor, which may include Black Mountain Software, and the Municipality. The Technical Team will make appropriate hardware and software recommendations ifany deficiencies are found during the IT  Evaluation.  3. Hardware and Software Acquisition  Int the event that hardware or software deficiencies are found during the IT Evaluation, the League, utilizing funds from the Municipal Accounting Services and Cybersecurity Grant, will acquire and transfer title to the Municipality sufficient hardware and software to meet the "Minimum Requirements" as determined by the accounting soitware Contractor, which may include Black Mountain Software. As determined by thel League'sIrDirector, Cyber Security Advisor, or Cyber Field Technician, computer. hardware may be provided under this Agreement, which may include the following: 2 Computers, 1Laser Printer, 1 Scanner, 21 Monitors, 21 Keyboards, 2 mouse devices, 2UPS devices. Computer software to be provided under this Agreement may include a Microsoft In the event specific security hardware or software gaps are found during the Security Assessment, the League, utilizing funds from the Cybersecurity Grant, will acquire and transfer title to the Municipality sufficient hardware and software to meet the "Baseline Requirements" as determined by the Security Assessment. As determined by the League's Cyber Advisor, security hardware may be provided under this Agreement, which may include the following: ("NGFW") Next Generation Firewall, Layer 3 Network Switch. Security software may be provided under this agreement, which may include the: following: Endpoint Detection & Response ("EDR"), Endpoint  Office license (iforganization has no license).  12    Protection Platform ("EPP"), Extended Detection and Response ("XDR"), or Multi-Factor All hardware and software shall be used only for governmental purposes and primarily used for MAS purposes. The Municipality is responsible for the security, operation, support and  Authentication ("MFA").  maintenance of the provided assets. 4. Hardware and Software Installation  Hardware and software provided by the League will be installed by the Municipality's IT professionals. Ifthe Municipality has no IT service provider, the League, utilizing funds from the Municipal Accounting Services and Cybersecurity Grant, will contract for a third-party IT professional installer to set up and load the hardware and software provided pursuant to this  Agreement.  5. Finance Evaluation and Assistance During Implementation  Prior to the installation ofthe accounting software, which may include Black Mountain software, the League's Finance Team ("Finance Team"), in consultation with the Municipality and the software Contractor, which may include Black Mountain Software, will determine the appropriate accounting software to be installed. League MAS representatives will further work with accounting software Contractor during the pre-implementation period toj prepare the Municipality for conversion actions and assist the Municipality in adopting best practice options for the new  system.  6. Ongoing Cyber Security Consulting  Following the initial Security Assessment described in Section 1, the Security Team will consult with the Municipality on an ongoing basis to assist with meeting the recommendations set forthi in the assessment and municipal-related cyber security concerns that would typically be addressed  by a Chief Information Security Officer ("CISO"). 7. Accounting Assistance Efforts  During the term of this Agreement (as described in Article I, Paragraph 6 above), League Accounting Assistance personnel will provide the Municipality with ongoing assistance with accounting issues, review and assist with best practice accounting and finance processes, and generally assist the Municipality to be current with its bookkeeping and accounting. An emphasis will be placed on ensuring participating Municipalities are prepared for their annual audit. The implementation of best practices and timely preparation should improve the audit experience for  both the Municipality and the firm performing the audit.  8. Communication Services  The League's ARP Communications Specialist will provide the Municipality with communications services to help document and describe how the Municipality utilized ARP/CSLFRF grant funding and the impact of those efforts on the community. Communication activities include, but are not limited to, conducting interviews of municipal staff and officials, researching plans and investment strategies, verifying details of grant investments to deliver community outreach strategies and a press conference.  13    6.  Duties of the Municipality  The Municipality further agreest to:(1)givet thel League access to data managed by thel Municipality in order to facilitate implementation of the Municipal Accounting Services and Cybersecurity Grant; (2) provide on-line "read only" access into the Municipal Accounting System by the League's Accounting Assistance personnel; (3) permit the League to contact applicable Contractor, including but not limited to Black Mountain Software, on behalf of the Municipality as needed to facilitate implementation of the League's Grants; (4) make reasonable efforts to maintain industry standards for cybersecurity, which may include allowing the League toj perform security audits in the League's sole discretion; (5) if applicable, use the Standardized Chart of Accounts as provided in the accounting software installation; and (6) respond to all requests from the League or Contractor, as applicable, to verify accuracy of monthly invoices submitted to the League by Contractor for grant-funded services provided by Contractor on behalf of the  Municipality. 7.  Duties of the League Related to Data Security  The League agrees to: (1) access only the Municipality's data that is necessary to implement the software; (2) restrict access tot the Municipality's data to designatedLeague employees and agents;  and (3) take reasonable measures to safeguard the Municipality's data.  14