Attachment C MULTI-JURISDICTIONAL DISASTER DEBRIS PLANNING AND SUPPORT MANAGEMENT AGREEMENT FOR PRIMARY PROVIDER NORTH CAROLINA BRUNSWICK COUNTY SERVICES AGREEMENT with FEMA clauses] THIS SERVICES AGREEMENT (hereinafter referred to as the "Agreement")i is made and entered into by and among Brunswick County, a body politic and corporate of the State of North Carolina, (hereinafter referred to as "County" or an "Activating Entity") and the municipalities of Bolivia, Carolina Shores, Caswell Beach, Holden Beach, Navassa, Northwest, Oak Island, Ocean Isle Beach, Sandy Creek, Shallotte, St. James, Sunset Beach, and Varnamtown (each hereinafter referred to individually as an "Activating Entity"), and Tetra Tech, Inc., a Delaware corporation, (hereinafter referred to as "Provider"). party of the second part. WITNESSETH: 1. SERVICES; FEES The services to be performed under this Agreement (hereinafterreferred to collectively as the "Services") are set forth in the Request for Proposals entitled Mult-Jurisdictional Disaster Debris Planning and Support Management," as published by Brunswick County on July 23, 2024, and any addenda thereto, and on an excerpt from Provider's submitted Proposal attached hereto as Exhibit "A," all of which are incorporated herein by reference. The agreed upon fees for said Services are also set forth on Exhibit "A."A A price modification shall be allowed should the Agreement be activated after the initial term, as defined below. Any price modification shall be based on the change in CPI-U for All Items in March of 2025 and each subsequent calendar year. Provider shall notify the Activating Entity within twenty-four (24) hours of an event that it will be able to provide Services pursuant to this Agreement. Failure to notify the. Activating Entity within twenty-four (24) hours may result in the activation of the secondary agreement. The Activating Entity shall provide a Notice to Proceed to Provider when the Agreement is to be activated; however, assessments and debris quantity estimates will be required prior to activation oft the Agreement. Provider is expected to be available to the Activating Entity prior to an event and to assist in obtaining information needed to determine if activation of the Agreement is necessary. Any exhibits or attachments referençed herein are hereby incorporated by reference and made aj part ofthis Agreement. Any conflict between the language in an exhibit or attachment and the main body oft this Agreement shall be resolved in favor of the main body oft this Agreement. VI1.062024 2. TERM OF AGREEMENT; TERMINATION (I) Term. The initial term of this Agreement begins on October 7, 2024 (the "Effective Date") and continues in effect for one (I) year until October 6, 2025, unless sooner terminated as provided herein (the "Initial Term"). The Initial Term shall be followed by four (4) successive options to renew forc one(I)year each (eacha" "Renewal Term"). The Initial Term and any Renewal Term are referred to collectively herein as the "Term." * Each Renewal Term is to be exercised automatically unless either party gives notice of its intent not to renew at least ninety (90) days prior to the expiration of the then-current Term. No work may commence under this Agreement until the Agreement has been fully executed by all parties, and the Agreement is activated (2) Termination. The Activating Entity may terminate this Agreement at any time without cause by giving sixty (60) days' written notice to Provider. As soon as practicable after receipt of a written notice of termination without cause, Provider shall submit a statement to the. Activating Entity showing in detail the Services performed under this Agreement through the effective date oft termination. Activating Entity may terminate this Agreement for cause by giving written notice of a breach of the Agreement. Provider shall have fifteen (15) days to cure the breach following receipt of the notification. Failure to cure the breach within the fifteen (15) days shall result in the immediate termination of the Agreement. Notwithstanding the foregoing, Activating Entity may terminate this Agreement immediately and without notice to Provider if Provider becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject ofproceedings in voluntary orinvoluntary bankruptcyinstituted on behalfofor: against Provider, or has a receiver or trustee appointed for substantially all ofitsp property, orifProvider: allows any finalj judgment to stand against itunsatisfied by an Activating Entity by the issuance of a Notice to Proceed. for aj period off forty-eight (48) hours. 3. NONAPPROPRIATION Ifthe Board ofCounty Commissioners ofCounty or the governing body ofany Activating Entity does not appropriate the funding needed by County and/or the respective Activating Entity to make payments under this Agreement for a given fiscal year, County and/or the respective Activating Entity will not be obligated to pay amounts due beyond the end oft the last fiscal year for which funds were appropriated. In such event, County and/ or the respective Activating Entity will promptly notify Provider of the non-appropnation and this Agreement will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by County and/or the respective Activating Entity which is attributable to non-appropriation of funds shall constitute a breach of or default under this Agreement. 4. COMPENSATION The Activating Entity agrees to pay fees as specified in Exhibit"A"or: as set out above for the Services satisfactorily performed in accordance with this Agreement. Unless otherwise 2 V11.062024 specified, Provider shall submit monthly invoices to Activating Entity and inçlude detail of all Services delivered or performed under the terms of this Agreement. the Activating Entity shall pay all undisputed and properly completed invoices within thirty (30) days of receipt. Notwithstanding the foregoing, the Activating Entity will not pay late fees on any charges under this Agreement. If the Activating Entity disputes any portion of the charges on any invoice received from Provider, the Activating Entity shall inform Provider in writing of the disputed charges. Once the dispute has been resolved, Provider shall re-invoice the Activating Entity for the previously disputed charges, and, per any resolution between the Activating Entity and Provider, the Activating Entity shall pay those charges in full at that time. No advance payment shall be made for the Services to be performed by Provider under this Agreement. 5. INDEPENDENT CONTRACTOR Both the Activating Entity and Provider agree that Provider shall act as an independent contractor and shall not represent itself as an agent or employee of the Activating Entity for any purpose in the performance ofi its duties under this Agreement. Provider represents that it has or will secure, at its own expense, all personnel required in performing the Services under this Agreement. Accordingly, Provider shall be responsible for payment of all federal, state and local taxes arising out ofi its activities in accordance with this Agreement, including, without limitation, federal and state income tax, social security tax, unemployment insurance taxes and any other taxes or business license fees as required. Provider shall not be entitled to participate in any plans, arrangements or distributions by the Activating Entity pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to the Activating Entity employees. In the event the Internal Revenue Service should determine that Provider is, according to Internal Revenue Service guidelines, an employee subject to withholding and social security contributions, then Providerh herebyacknowledges that all payments hereunder: are gross! payments, and the Provider is responsible for all income taxes and social security payments thereon. 6. PROVIDER REPRESENTATIONS (I) Provider is a duly organized entity or corporation qualified to do business and in good (2) Providerh has all requisite corporate power and authority to execute, deliver and perform (3) No approval, authorization or consent of any governmenta or regulatory authority is required tol be obtained or made by it in order for Provider to enter into and perform its (4) Provider shall not violate any agreement with any third party by entering into or standing under the laws oft the State of! North Carolina; its obligations under this Agreement; obligations under this Agreement; performing the Services under this Agreement; 3 V1L.062024 (5) Provider will perform all Services in conformity with the specifications and (6) The Services provided by Provider under this Agreement will not violate, infringe or misappropriate any patent, copyright, trademark or trade secret rightsofany third party, or any other third-party rights (including without limitation non-compete agreements); (7) Provider shall exercise reasonable care and diligence when performing the Services hereunder and will ensure that it adheres to the highest generally accepted standards in (8) rovideracknowledges that ifany specific licenses. certifications or related credentials are required in its performance of the Services, it will ensure that such credentials remain current and active and not in as state ofsuspension or revocation; and (9) Provider shall ensure that whenever its employees or agents are on the Activating Entity's property, they will strictly abide by all instructions and directions issued by the Activating Entity with respect to rules, regulations, policiesandsecurity, procedures applicable to work on the Activating Entity's premises. Such rules, regulations, policies and security procedures shall include, but not be limited to: (i) not possessing any controlled substances; (ii) smoking only in designated smoking areas, ifany: and (ii) not possessing weapons, except for weapons possessed by law enforcement 7. COMPLIANCE WITH FEDERAL LAWS, REGULATIONS, AND EXECUTIVE This is an acknowledgment that FEMA financial assistance will be used to fund all ora portion of the Agreement. Provider will comply with all applicable federal laws, regulations, requirements of this Agreement; the industry when performing said Services; officials. ORDERS executive orders, FEMA policies, procedures, and directives. 8. DAMAGE TO EQUIPMENT,FACILITIES, PROPERTY OR DATA Provider shall be solely responsible for any damage to or loss of the Activating Entity's equipment, facilities, property and/or data arising out of the negligent or willful act or omission of Provider or its subcontractors. In the event that Provider causes damage to the Activating Entity's equipment orf facilities, Provider shall, at its owne expense, promptly repair or replace such damaged items to restore them to the same level of functionality that they possessed prior to such damage. 9. NON-ENDORSEMENT AND PUBLICITY The Activating Entity is not endorsing Provider or its Serviçes, and Provider is not permitted to reference this Agreement or the Activating Entity in any manner without the prior written consent of the Activating Entity. Notwithstanding the foregoing, the parties agree that 4 V11.062024 Provider may list the Activating Entity as a reference in response to requests for proposals and may identify the Activating Entity as a customer in presentations to potential customers. IC.NON-EXCLUSIVITY Provider acknowledges that the Activating Entity is not obligated to contract solely with Provider for the Services covered under this Agreement. 11.1 DIVESTMENT FROM COMPANIES THAT BOYCOTT ISRAEL Provider hereby certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. $ 147-86.80 et sey. 12. BYRD ANTI-LOBBYING AMENDMENT,31 U.S.C. $ 1352 (AS AMENDED) Contractors or Providers who apply or bid for an award of more than $100,000 shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds toj pay any person or organization for influencing or attempting toi influence an officer or employee ofany agency, a Member ofCongress, offiçer or employee ofCongress, or an employee ofa Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. $ 1352. Each tier shall also disclose any lobbying with non- federal funds that takes] place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. 13. PROCUREMENT OF RECOVERED MATERIALS (1) In the performance of this Agreement, Provider shall make maximum use of products containing recovered materials that are EPA-designated items unless the product C Competitively within a timeframe providing for compliance with the cannot be acquired - Agreement performance schedule; ii. Meeting Agreement performance requirements; or ii. Atareasonable price. (2) Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, hup.haxamsauismmkswmsaméhsuheamsuERaNemenemuihalinespegoErm (3) Provider also agrees to comply with all other applicable requirements of Section 6002 oftl the Solid Waste Disposal Act. 5 V11.062024 14. PROHIBITION ON CONTRACTING FOR COVEREDTELECOMMUNICATIONS (1) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and elecommunications equipment or serviçes have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or EQUIPMENT OR SERVICES Services (Interim), as used in this clause (2) Prohibitions. S Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. $ 200.216 prohibit the head ofan executive agency on or after August 13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. ii. Unless an exception in paragraph (3) of this clause applies, Provider and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee a. Procure or obtain any equipment, system, or service that uses covered elecommunications equipment or services as a substantial or essential component ofany system, or as critical technology ofany system; b. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component ofany system, or as critical C. Enter into, extend, or renew contracts with entities that use covered elecommunications equipment or services as a substantial or essential component ofany system, or as critical technology as part of any system; d. Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component ofany system, or as critical technology as part ofany system. funds from the Federal Emergency Management Agency to: technology of any system; or (3) Exceptions. This clause does not prohibit contractors from providing roaming, or interconnection arrangements; or a. A service that connects to the facilities of a third-party, such as backhaul, 6 V11.062024 b. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. ii. By necessary implication and regulation, the prohibitions also do not apply to: a. Covered elecommunications equipment or services that: 1. Are not used as a substantial or essential component ofa any system; and 2. Are not used as critical technology ofany system, covered telecommunications equipment or services. b. Other telecommunications equipment or services that are not considered (4) Reporting requirement. Int the event Provider identifies covered elecommunications equipment or services used as a substantial or essential component ofany system, or as critical technology as part of any system, during contract performance, or Provider is notified of such by a subcontractor at any tier or by any other source, Provider shall report the information in paragraph (4)i. of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for ii. Provider shall report the following information pursuant to paragraph (4)i. ofthis reporting the information. clause: a. Within one (I) business day from the date of such identification or notification: The contract number; the order number(s). if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or b. Within ten (10) business days of submitting the information in paragraph (4)u.a. of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, Provider shall describe the efforts it undertook to prevent use or submission of covered elecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered recommended. telecommunications equipment or services. 7 V11.062024 5).Subcontracis. Provider: shall insert the substance oft this clause, including this paragraph (5), in all subcontracts and other contractual instruments. 15. DOMESTIC PREFERENCE FOR PROCUREMENTS Asappropriate, and to the extent consistent with law, Provider should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes oft this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from thei initial melting stage through the application ofcoatings, occurred in the United States. Manufacuured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 16. ACCESS TO RECORDS The following access to records requirements apply to this Agreement: (1) Provider agrees to provide the Activating Entity, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of Provider which are directly pertinent to this Agreement for the purposes ofmaking audits, examinations, excerpts, (2) Provider agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) Provider agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work: sites pertaining to the work being completed under (4) In compliance with Section 1225 oft the Disaster Recovery Act of2018, the Activating Entity and Provider acknowledge and agree that no language in this Agreement IS intended to prohibit audits or internal reviews by the FEMA Administrator or the and transcriptions. the Agreement. Comptroller General oft the United States. 8 V11.062024 17. DHS SEAL, LOGO, AND FLAGS Provider shall not use thel DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. Provider shall include this provision in any subcontracts. 18. SUSPENSION AND DEBARMENT (1)This Agreement is a covered transaction for purposes of2C.F.R. pt. 180 and 2C.F.R. pt. 3000. As such Provider is required to verify that none of Provider's principals (defined at 2C.F.R. $ 180.995) or its affiliates (defined at 2 C.F.R. $ 180.905) are excluded (defined at 2 C.F.R. $ 180.940) or disqualified (defined at 2 C.F.R. $ (2) Provider must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart Cand must include a requirement to comply with these regulations in any lower tier (3) This certification is a material representation of fact relied upon by the Activating Entity. Ifit is later determined that Provider did not comply with 2 C.F.R. pt. 180, subpart C and2C.F.R. pt. 3000, subpart C,inaddition to remedies available to FEMA and the Activating Entity, the Federal Government may pursue available remedies, (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered 180.935). covered transaction it enters into. including but not limited to suspension and/or debarment. transactions. P.INDEMNIFICATION Provider shall defend, indemnify and hold harmless the Activating Entity, its officers, officials, agents and employees from and against all actions, liability, claims, suits, damages, costs ore expenses of any kind which may be brought or made against the Activating Entity or which the Activating Entity must pay andi incur arising out ofor relating to: any and all claims, liens, demands, obligations. actions, proceedings or causes of action of every kind in connection with or arising out of this Agreement and/or the performance hereof that are due in part or in the entirety of Provider, its employees or agents. Provider further agrees to investigate, handle, respond to, defend and dispose ofs same at its sole cost and expense. Provider shall be fully responsible to the Activating Entity for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by it. This Section shall survive any expiration or termination of this Agreement. 9 V11.062024 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR Provider acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False RELATED ACTS Claims and Statements) applies to Provider's actions pertaining to this Agreement. L.NOOBLIGATION BY FEDERAL GOVERNMENT The federal government is not aj party to this Agreement andi is not subject to any obligations orl liabilities to the non-federal entity, Provider, or any other party pertaining to any matterresulting from the Agreement. 22. MINORITY BUSINESS ENTERPRISES Ifsubcontracts are to be let, Provider is required to take all necessary steps identified in 2 C.F.R. $ 200.321(b)()-(5) to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. 23. INSURANCE Provider shall procure and maintain in full force and effect at all times and at its sole cost and expense Commercial General Liability. Commercial Automobile Liability, Professional Liability and Workers' Compensation insurance. if applicable, and any additional insurance as may be required by the Activating Entity with limits acceptable to the Activating Entity. All insurance policies (with the exception of Workers' Compensation, ifapplicable, and Professional Liability) shall be endorsed, specifically or generally. to include the Activating Entity as an additional insured and as ac certificate holder. Provider shall furnish a Certificate ofInsurance from alicensed insurance agent in North Carolina with a rating ofA-VII or better by A.M. Best verifying the existence of any insurance coverage required by the Activating Entity. The Certificate will provide for thirty (30) days' advance notice in the event of termination or cancellation ofcoverage. Provider shall have no right ofrecovery or subrogation against the Activating Entity (including its officers, agents and employees), it being the intention oft the parties that the insurance policiesso affected shall protect both parties and be primary coverage for any and all losses covered by the aforementioned insurance. 24. WORKERS' COMPENSATION To the extent required by law, Provider shall comply with the North Carolina Workers' Compensation Act and shall provide for the payment of workers' compensation to its employees in the manner and to the extent required by such Act. In the event Provider is excluded from the requirementsofsuch Actand doest not voluntarily carry workers' compensationcoveraye. Provider shall carry or cause its employees to carry adequate medical/accident insurance to cover any injuries sustained by its employees or agents while fulfilling Provider's obligations under this Agreement. 10 VII.062024 Provider agrees to furnish the Activating Entity proof of compliance with said Act or adequate medical/accident insurance coverage upon request. 25. REMEDIES (1) Right 10 Cover. If Provider fails to meet any completion date or resolution time set forth, due to no fault ofthe Activating Entity, the Activating Entity may take any oft the following actions with or without terminating this Agreement, and in addition to, and Employ such means as it may deem advisable and appropriate to perform itself or obtain the Serviçes from a third party until the matter is resolved and Provider is ii. Deduct any and all expenses incurred by the Activating Entity in obtaining or performing the Services from any money then due or to become due Provider and, should the Activating Entity' 's cost of obtaining or performing the Services exceed the amount due Provider, collect the amount due from Provider. without limiting, any other remedies it may have: again able to resume performance under this Agreement; and (2) Right 10 Withhold Payment. The Activating Entity reserves the right to withhold any portion, or all, of a scheduled payment if Provider fails to perform under this (3) Setoff. Each party shall be entitled to set offa and deduct from any amounts owed to the other party pursuant to this Agreement all damages and expenses incurred or reasonably anticipated as a result of the other party's breach of this Agreement. (4) Other Remedies. Upon breach of this Agreement, each party may seek all legal and equitableremedies to whichi iti is entitled. The remedies set forth herein: shall be deemed cumulative and not exclusive and may be exercised successively or concurrently in (5) No Suspension. In the event that the Activating Entity disputes in good faith an allegation of breach by Provider, notwithstanding anything to the contrary in this Agreement, Provider agrees that it will not terminate this Agreement or suspend or limit any Services or warranties, unless: (i) the parties agree in writing; or (ii) an order of a court of competent jurisdiction determines otherwise; provided, however, this Agreement until such breach has been fully cured. addition to any other available remedy. dispute period shall be limited to ninety (90) days. 26. TAXES Provider shall be responsible for paying all taxes, fees, assessments and premiums ofany kind payable on its employees and operations. Provider shall substantiate, on demand by the Activating Entity. that all taxes and other charges are being properly paid. 11 VIL.062024 27. HEALTH AND SAFETY Provider shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with performing the Services. Provider shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees in connection with performing the Services and other persons who may be affected thereby. 28. EQUAL EMPLOYMENT OPPORTUNITY During the performance oft this Agreement, Provider agrees as follows: (I) Provider will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Provider will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Provider agrees to post in conspicuous places. available to employees and applicants for employment, notices to be provided setting (2)Provider will, in all: solicitations or advertisements for employees placed by or on! behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender (3) Provider will not discharge or in any other manner discriminate against any employee or appliçant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have açcess to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance ofan investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with (4) Provider will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of Provider's include, but not be limited to the following: forth the provisions oft this nondiscrimination clause. identity, or national origin. Provider'sl legal duty to furnish information. 12 VI1.062024 commitments under this section and shall post copies of the notice in conspicuous (5). Provider will comply with all provisions of Executive Order 11246 of September 24, 1965, and oft the rules, regulations, and relevant orders oft the Secretary ofLabor. (6) Provider will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders oft the Secretary ofLabor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to (7) In the event of Provider's noncompliance with the nondiscrimination clauses of this Agreement or with any oft the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and Provider may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order oft the (8) Provider will inçlude the portion of the sentence immediately preceding paragraph (I) and thej provisions of paragraphs (I)through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, sO that such provisions will be binding upon each subcontractor or vendor. Provider will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for Provided, however, that in the event a Provider becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, Provider may request the United States to enter into such The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the applicant sO participating is a state or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision ofsuch government which does not participate in work The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant places available to employees and applicants for employment. ascertain compliance with such rules, regulations, and orders. Secretary ofLabor, or as otherwise provided by law. noncompliance: litigation to protect the interests of the United States. on or under the contract. 13 VIL062024 orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge The applicant further agrees that it will refrain from entering into any contract or contract modification subject to. Executive Order 11246 of September 24, 1965, witha a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary ofLabor pursuant to Part II, Subpart D ofthe Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such appliçant; and refer the oft the agency's primary responsibility for securing compliance. case to the Department ofJ Justice for appropriate legal proceedings. 29. COMPLIANCE WITH THE COPELAND ANT-KICKBACKACT (I)Provider. Ifapplicable, Provider shall comply with 18 U.S.C. $874.40US.C.S3145. and the requirements of29 C.F.R. Part3 as may be applicable, which are incorporated (2)Suhcontracis. Ifapplicable, Provider or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach. A breach of the Agreement clauses above may be grounds for termination of the Agreement, and for debarment as a contractor and subcontractor as provided in 29 by reference into this Agreement. C.F.R.$5.12. 30. COMPLIANCE WITH THE DAVIS-BACON ACT (AS AMENDED) (I)If applicable, all transactions regarding this Agreement shall be done in compliance with the Davis-Bacon Act (40 U.S.C. $S 3141-3144 and 3146-3148) and the requirements of29C.F.R. Part 5, as may be applicable. Provider shall comply with 40 U.S.C. $8 3141-3144 and 3146-3148 and the requirements of 29 C.F.R. Part 5, as applicable. 14 VIL.062024 (2) Providers are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified ina a wage determination made by the Secretary ofLabor. (3) Additionally, Providers are required to pay wages not less than once a week. 31.CLEAN AIR. ACT (1) Provider agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. $ 7401 et seq. (2) Provider agrees to report each violation to the Activating Entity and understands and agrees that the Activating Entity will, in turn, report each violation as required to assure notification to the Activating Entity, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (3) Provider agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or inj part with federal assistance provided by FEMA. 32. FEDERAL WATER POLLUTION CONTROL ACT (1) Provider 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 (2) Provider agrees to report each violation to the Activating Entity and understands and agrees that the Activating Entity will, int turn, report each violation as required to assure notification to the Activating Entity, Federal Emergency Management Agency. and the appropriate Environmental Protection Agency Regional Office. (3)F Provider agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or inj part with federal assistance provided by FEMA. 33. COMPLIANCE WITH THE CONTRACT WORK HOURS AND SAFETY Compliance with the Contract Work Hours and Safety Standards Act: seq. STANDARDS ACT (1)Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment ofl laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty (40) hours ins such workweek. 15 VI1.062024 (2) Violation; liability forumpaid wages; liquidated damages. In the event ofany violation of the clause set forth inj paragraph (I)oft this section Provider and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Provider and subcontractor shall be liable to the United States (in the case of work done under contract for the DistrictofColumbia or a territory. to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation oft the clause set forth in paragraph (I)o ofthis section, in the sum of$32 or the current amount statutorily required by 29 C.F.R. $ 5.5(b)(2) as may be amended from time to time, for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment oft the overtime wages required by the clause set forth inj paragraph(ofthis (3) Withholding, for unpaid wages and liquidated damages. The Activating Entity shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by Provider or subcontractor under any such contract or any other federal contract with the same prime contractor, or any other federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth inj paragraph (2) ofti this section. (4). Subcontracts. Provider or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (I) through (4) of this section and also a clause requiring the subcontractors to inçlude these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth inj paragraphs()through (4) ofthis section. Further Compliance with the Contract Work Hours and Safety Standards Act, as (I) Provider or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address ofe each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual (2) Records to be maintained under this provision shall be made available by Provider or subcontractor for inspection, copying, or transcription by authorized representatives of the Department of Homeland Security, the Federal Emergency Management Agency, section. applicable: wages paid. 16 VI1.062024 and the Department of Labor, and Provider or subcontractor will permit such representatives to interview employees during working hours on the job. 34. COMPLIANCE WITH E-VERIFY PROGRAM Pursuant to N.C.G.S. $ 143-133.3, Provider understands that it is a requirement of this Agreement that Provider and its subcontractors must comply with the provisions of Article 2 of Chapter 64 oft the North Carolina General Statutes. In doing so, Provider agrees that, unless itis exempt by law, its shall verify the work authorization ofits employees utilizing the federal E-Verify program and standards as promulgated and operated by the United States Department ofHomeland Security, and Provider shall require its subcontractors to do the same. Upon request, Provider agrees to provide the Activating Entity with an affidavit of compliance or exemption. 5.CONFIDENTIAL INFORMATION For purposes of this Agreement, the party disclosing Confidential Information is the "Discloser," and the party receiving Confidential Information is the "Recipient." . "Confidential Information" shall mean any nonpublic information concerning the parties' respective businesses including, but not limited to, all tangible, intangible, visual, electronic, present or future information such as: (a) trade secrets; (b) financial information, including pricing: (c) technical information, including research, development, procedures, algorithms, data, designs and know- how; (d) business information, including operations, planning, marketing interests and products; and (e) the terms of any agreement between the parties and the discussions, negotiations and proposals related thereto. Confidential Information disclosed to the other party must be clearly identified. Written Confidential Information must be clearly marked in a conspicuous place with ana appropriate legend identifying the information as "Confidential." Confidential Information that isr not written must be identified as confidential at the time of disclosure and confirmed in writing delivered to Recipient within fifteen (15) days of disclosure. The restrictions regarding the use and disclosure ofConfidential Information do not apply to information that is: (I) in the public domain through no fault oft the Recipient; (2) within the legitimate possession oft the Recipient, with no confidentiality obligations to (3) lawfully received from a third party having rights in the information without restriction, (4) independently developed by the Recipient without breaching this Agreement or by parties who have not had, either directly or indirectly, access to or knowledge of the at third party: and without notice of any restriction against its further disclosure; Confidential Information; (5) disclosed with the prior written consent ofthe Discloser: or 17 VII.062024 (6) required to be disclosed by law, regulation or court or governmental order, specifically including requests pursuant to the Public Records Laws of North Carolina contained in Chapter 132 of the North Carolina General Statutes. In the event Recipient receives such a request, it shall notify Discloser and Discloser shall have the opportunity to defend against production ofs such records at Discloser's sole expense. 36. OWNERSHIP OF WORK PRODUCT Should Provider's performance under this Agreement generate documents or other work product that are specific to the Services hereunder, such documents or work product shall become the property oft the Activating Entity and may be used by the Activating Entity on other projects without additional compensation to Provider. 37.NOASSIGNMENT WITHOUT CONSENT Neither party shall assign this Agreement (or assign any right or delegate any obligation contained herein whether such assignment is ofservice, ofpayment or otherwise) without thej prior written consent oft the other party hereto. Any such assignment without the prior written consent of the other party hereto shall be void. An assignee shall acquire no rights, and the Activating Entity shall not recognize any assignment in violation oft this provision. 38. GOVERNING LAW AND VENUE This Agreement shall be governed by applicable federal law and by the laws of the State ofNorth Carolina without regard for its choice of law provisions. All actions relating in any way tot this Agreement shall be brought in the General Court ofJustice oft the State of North Carolina in Brunswick County or in the Federal District Court for the Eastern District ofNorth Carolina, Wilmington division. 39. DISPUTE RESOLUTION Should a dispute arise ast to the terms oft this Agreement, both parties agree that neither may initiate binding arbitration. The parties may agree to non-binding mediation ofa any dispute prior to the bringing ofa any suit or action. 40.COVERNMENTAL IMMUNITY The Activating Entity, to the extent applicable, does not waive its governmental immunity by entering into this Agreement and fully retains alli immunities and defenses provided by law with regard to any action based on this Agreement. 41. NON-WAIVER Failure by the Activating Entity at any time to require the performance by Provider ofany oft the provisions ofthis Agreement shall in no way affect the Activating Entity's right hereunder 18 VI1.062024 to enforce the same, nor shall any waiver by the Activating Entity of any breach be held to be a waiver ofany succeeding breach or a waiver oft this Section. 42. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein. There are no other representations, understandings or agreements between the parties with respect to such subject matter. This Agreement supersedes all prior agreements, negotiations, representations and proposals, written or oral. 43. HEADINGS The headings in this Agreement are for convenience of reference only and shall not define or limit any oft the terms or provisions hereof. 44. SEVERABILITY The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Agreement shall not affect the validity of the remaining portion of the Agreement sO long as the material purposes of this Agreement can be determined and effectuated. Ifaj provision oft this Agreement is held to be unenforceable, then both parties shall be relieved ofall obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make ite enforceable while preserving its intent. 45. AMENDMENTS Amendments or changes to this Agreement, or additional Proposals or Statements ofWork, shall not be valid unless in writing and signed by authorized agents of both Provider and the Activating Entity. 46. NOTICES (I)Deivery of Notices. Any notice, consent or other communication required or contemplated by this Agreement shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by facsimile to the intended (2) Effective Date of Notices. Any notice shall be effective upon the date ofreceipt by the intended recipient; provided that any notice which is sent by facsimile or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service recipient at the address set forth below. or by overight courier. 19 VI1.062024 (3) Notice. Address. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment or waiver ofany provision ofthis Agreement shall be sent to: For the Activating Entity: To the address shown on the signature page attached hereto for the respective Activating Entity Tetra Tech, Inc. 2301 Lucien Way, Suite 120 Maitland, FL 32751 Tetra Tech, Inc. cOCT Corporation System, Registered Agent 160 Mine Lake Court, Suite 200 Raleigh, NC 27615 il. For the Provider: With a copy to: (4) Activating Entity Notices, In addition to the foregoing, any communications to an Activating Entity shall be sent to the respective Activating Entity at the address set forth on the applicable signature page attached hereto. 47.SIGNATURES This Agreement, together with any amendments or modifications. may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same agreement. This Agreement may also be executed electronically. By signing electronically, the parties indicate their intent to comply with the Electronic Commerce in Government Act (N.C.G.S $ 66-58.1 et seq.) and the Uniform Electronic Transactions Act (N.C.G.S $ 66-311 et seq.). Delivery of an executed counterpart of this Agreement by either electronic means or by facsimile shall be as effective as a manually executed counterpart. SIGNATURES APPEAR ON FOLLOWING PAGES] 20 V11.062024 Brunswick County P.O. Box 249 Bolivia, NC 28422 ATTEST: BRUNSWICK COUNTY By: Clerk to the Board/ Deputy Clerk to the Board Chairman, Board of Commissioners [SEAL] TETRA TECH, INC. By: Printed Name: Title: Date: "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Aaron C. Smith, Director ofF Fiscal Operations Brunswick County. North Carolina APPROVED AS TOFORM Bryan W. Batton, County Attomey/ Ryan S. King, Assistant County Attorney 21 VI1.062024 Town of Bolivia P.O. Box 93 Bolivia, NC 28422 Town of Bolivia Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 22 VI1.062024 Town ofCarolina Shores 200 Persimmon Road Carolina Shores, NC 28467 Town ofCarolina Shores Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 23 VII.062024 Town of Caswell Beach 1100 Caswell Beach Road Caswell Beach, NC28465 Town ofCaswell Beach Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 24 VIL062024 Town ofl Holden Beach 1IO Rothschild Holden Beach, NC 28452 Town ofHolden Beach Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 25 V11.062024 Town of Navassa 334 Main Street Navassa, NC 28451 Town ofNavassa Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 26 VI1.062024 Town of Northwest P.O. Box 1509 Leland, NC 28451 Town ofNorthwest Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 27 VIL.062024 Town ofOak Island 4601 E. Oak Island Drive Oak Island, NC 28465 Town ofOak Island Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 28 V11.062024 Town ofOcean Isle Beach 11I Causeway Drive Ocean Isle Beach, NC 28469 Town ofOcean Isle Beach Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 29 V11.062024 Town of Sandy Creek 114 Sandy Creek Drive Leland, NC 28451 Town of Sandy Creek Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 30 VIL 062024 Town of Shallotte P.O. Box 2287 Shallotte, NC28459 Town of Shallotte Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 31 VIL.062024 Town of St. James 4140A Southport-Supply Road St.James, NC 28461 Town ofSt.. James Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 32 VI.062024 Town ofSunset Beach 700 Sunset Boulevard North Sunset Beach, NC 28468 Town of Sunset Beach Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 33 VI1.062024 Town of Varmantown 100 Varmantown Road Supply, NC28462 Town ofVarmantown Date Tetra Tech, Inc. Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 34 VI1.062024 Exhibit "A" FORM OF PROPOSAL Note to contractors: All costs proposed are to be inclusive of labor, materials, equipment, incidentals, etc. necessary to fulfill the Scope of Work outlined in this RFP. Any price modification shall be based on the change in CPI-U for All Items in March of 2025 and each subsequent calendar year. ADMS pricing must be included in hourly rates. COST PROPOSAL FORM PERSONNEL Project Manager Operations Manager Seheduler/xpeditors Site or Area Supervisor Tower Monitors Field Monitors HOURLY RATES $70.00 $53.00 $43,00 $34.00 $34.00 Administrative Assistant Data Entry" FEMA Public Assistance Coordinator Operations Coordinator Any Additional Positions and Rates: Dala Manager Senior Debris Management Planner $95.00 $35.00 $55.00 $135.00 "Due to3 advancements in Tetra Tech's proprietary ADMS technoloys. position will nol be, needed to complete debris monitoring operations for Brunswick C'ounty: 35 V11.062024 At-tachment D MULTI-JURISDICTIONAL DISASTER DEBRIS PLANNING AND SUPPORT MANAGEMENT AGREEMENT FOR SECONDARY PROVIDER NORTH CAROLINA BRUNSWICK COUNTY SERVICES AGREEMENT [with FEMA clauses] THIS SERVICES AGREEMENT (hereinafter referred to as the Agreement") is made and entered into by and among Brunswick County, a body politic and corporate of the State of North Carolina, (hereinafter referred to as "County" or an "Activating Entity") and the municipalities of Bolivia, Carolina Shores, Caswell Beach, Holden Beach, Navassa, Northwest, Oak Island, Ocean Isle Beach, Sandy Creek, Shallotte, St.James, Sunset Beach, and Varnamtown (each hereinafter referred to individually as an' "Activating Entity"), and Metric Consulting LLC, a Florida limited liability company, (hereinafter referred to as "Provider"), party of the second part. WITNESSETH: 1. SERVICES; FEES The services to be performed under this Agreement (hereinafter referred to collectively as the "Services") are set forth in the Request for Proposals entitled Muli-urisdictional Disaster Debris Planning and Support Management, as published by Brunswick County on July 23,2024, and any addenda thereto, and on an excerpt from Provider'ss submitted Proposal attached hereto as Exhibit "A," all of which are incorporated herein by reference. The agreed upon fees for said Services are also set forth on Exhibit "A." A price modification shall be allowed should the Agreement be activated after the initial term, as defined below. Any price modification shall be based on the change in CPI-U for All Items in March of2025 and each subsequent calendar year. Provider shall notify the Activating Entity within twenty-four (24) hours ofa an event thati it will be able to provide Services pursuant to this Agreement. Failure to notify the Activating Entity within twenty-four (24) hours may result in the activation of the secondary agreement. The Activating Entity shall provide a Notice to Proceed to Provider when the Agreement is to be activated; however, assessments and debris quantity estimates will be required prior to activation oft the Agreement. Provider is expected to be available to the Activating Entity prior to an event and to assist in obtaining information needed to determine if activation of the Agreement is neçessary. Any exhibits or attachments referenced herein are hereby incorporated by reference and made a part ofthis Agreement. Any conflict between the language in an exhibit or attachment and the main body oft this Agreement shall be resolved in favor oft the main body oft this Agreement. VI1.062024 2. TERM OF AGREEMENT; TERMINATION (1) Term. The initial term of this Agreement begins on October 7, 2024 (the "Effective Date") and continues in effect for one (1) year until October 6, 2025, unless sooner terminated as provided herein (the "Initial Term"). The Initial Term shall be followed by four (4) successive options to renew forone(I)year each (each a "Renewal Term"). The Initial Term and any Renewal Term are referred to collectively herein as the "Term." Each Renewal Term is to be exercised automatically unless either party gives notice ofits intent not to renew at least ninety (90) days prior to the expiration oft the then-current Term. No work may commence under this Agreement until the Agreement has been fully executed by all parties, and the Agreement is activated (2) Termination. The Activating Entity may terminate this Agreement at any time without cause by giving sixty (60) days' written notice to Provider. As soon as practicable after receipt of a written notice of termination without cause, Provider shall submit a statement to the Activating Entity showing in detail the Services performed under this Agreement through the effective date oftermination. Activating Entity may terminate this Agreement for cause by giving written notice of a breach of the Agreement. Provider shall have fifteen (15) days to cure the breach following receipt of the notification. Failure to cure the breach within the fifteen (15) days shall result in the immediate termination of the Agreement. Notwithstanding the foregoing, Activating Entity may terminate this Agreement immediately and without notice to Provider if Provider becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subjecto ofproceedings in voluntary ori involuntary! bankruptceyinstituted on behalfofor: against Provider, or has a receiver or trustee appointed for substantially Hafepyerifhelw any final judgment to stand againsti it unsatisfied by an Activating Entity by the issuance ofal Notice to Proceed. for aj period off forty-eight (48) hours. 3. NONAPROPRIATION Ifthe Board ofCounty Commissioners ofCounty or the governing body ofany Activating Entity does not appropriate the funding needed by County and/or the respective Activating Entity to make payments under this Agreement for a given fiscal year, County and/or the respective Activating Entity will not be obligated to pay amounts due beyond the end oft the last fiscal year for which funds were appropriated. In such event, County and/or the respective Activating Entity will promptly notify Provider of the non-appropnation and this Agreement will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by County and/or the respective Activating Entity which is attributable to non-appropriation of funds shall constitute a breach ofo or default under this Agreement. 4. COMPENSATION The Activating Entity agrees to pay: fees as specified in Exhibit" "A" or as set out above for the Services satisfactorily performed in accordance with this Agreement. Unless otherwise 2 VI1.062024 specified, Provider shall submit monthly invoices to Activating Entity and include detail of all Services delivered or performed under the terms of this Agreement. the Activating Entity shall pay all undisputed and properly completed invoices within thirty (30) days of receipt. Notwithstanding the foregoing, the Activating Entity will not pay late fees on any charges under this Agreement. If the Activating Entity disputes any portion of the charges on any invoice received from Provider, the Activating Entity shall inform Provider in writing of the disputed charges. Once the dispute has been resolved, Provider shall re-invoice the Activating Entity for the previously disputed charges, and, per any resolution between the Activating Entity and Provider, the Activating Entity shall pay those charges in full at that time. No advance payment shall be made for the Serviçes tol be performed by Provider under this Agreement. 5. INDEPENDENT CONTRACTOR Both the Activating Entity and Provider agree that Provider shall act as an independent contractor and shall not represent itself as an agent or employee of the Activating Entity for any purpose in the performance ofi its duties under this Agreement. Provider represents that it has or will secure, at its own expense, all personnel required in performing the Services under this Agreement. Accordingly, Provider shall be responsible for payment of all federal, state and local taxes arising out ofits activities in accordance with this Agreement, including, without limitation, federal and state income tax, social security tax, unemployment isurance taxes and any other taxes or business liçense fees as required. Provider shall not be entitled to participate in any plans, arrangements or distributions by the Activating Entity pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to the Activating Entity employees. In the event the Internal Revenue Service should determine that Provider is, according to Internal Revenue Service guidelines, an employee subject to withholding and social security contributions, then Ponierhemby-inowladgs that all payments hereunder: are gross payments, and Provider is responsible for all income taxes and social security payments thereon. 6. PROVIDER REPRESENTATIONS (I) Provider is a duly organized entity or corporation qualified to do business and in good (2) Providerhasa all requisite corporate power and authority to execute, deliver and perform (3) No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for Provider to enter into and perform its (4) Provider shall not violate any agreement with any third party by entering into or standing under the laws of the State of North Carolina; its obligations under this Agreement; obligations under this Agreement; performing the Services under this Agreement; 3 VIL062024 (5) Provider will perform all Serviçes in conformity with the specifications and (6) The Services provided by Provider under this Agreement will not violate, infringe or misappropriate any patent, copyright, trademark ort trade secret rights ofany third party, orany other third-party rights (inçluding without limitation non-compete agreements); (7) Provider shall exercise reasonable care and diligence when performing the Services hereunder and will ensure that it adheres to the highest generally accepted standards in (8)F Provideracknowledges that ifany specific licenses, certifications or related credentials are required in its performance of the Services, it will ensure that such credentials remain current and active and not in a state ofs suspension or revocation; and (9) Provider shall ensure that whenever its employees or agents are on the Activating Entity's property, they will strictly abide by all instructions and directions issued by the Activating Entity with respect to rules, regulations, policiesandsecuriy, procedures applicable to work on the Activating Entity's premises. Such rules, regulations, policies and security procedures shall include, but not be limited to: (i) not possessing any controlled substances; (ii) smoking only in designated smoking areas, ifany; and (ii) not possessing weapons, except for weapons possessed by law enforcement 7. COMPLIANCE WITH FEDERAL LAWS, REGULATIONS, AND EXECUTIVE This is an acknowledgment that FEMA finançial assistance will be used to fund all or a portion of the Agreement. Provider will comply with all applicable federal laws, regulations, requirements oft this Agreement; the industry when performing said Services; officials. ORDERS executive orders, FEMA policies, procedures, and directives. 8. DAMAGE TO EQUIPMENT, FACILITIES, PROPERTY OR DATA Provider shall be solely responsible for any damage to or loss of the Activating Entity's equipment, facilities, property and/or data arising out oft the negligent or willful act or omission of Provider or its subcontractors. In the event that Provider causes damage to the Activating Entity's equipment or facilities, Provider shall, ati its own expense, promptly repair or replace such damaged items to restore them to the same level of functionality that they possessed prior to such damage. 9. NON-ENDORSEMENT AND PUBLICITY The Activating Entity is not endorsing Provider or its Services, and Provider is not permitted to reference this Agreement or the Activating Entity in any manner without the prior written consent of the Activating Entity. Notwithstanding the foregoing, the parties agree that 4 V11.062024 Provider may list the Activating Entity as a reference in response to requests for proposals and may identify the Activating Entity as a customer in presentations to potential customers. 10. NON-EACLUSIVITY Provider acknowledges that the Activating Entity is not obligated to contract solely with Provider for the Services covered under this Agreement. .DIVESTMENT FROM COMPANIES THAT BOYCOTT ISRAEL Provider hereby certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boyçott of Israel pursuant to N.C.G.S. $ 147-86.80 etseg. 12. BYRD ANTI-LOBBYING AMENDMENT,31 U.S.C.S $ 1352 (AS AMENDED) Contractors or Providers who apply or bid for an award of more than $100,000 shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization fori influencing or attempting to influence an officer or employee of any agency, al Member ofCongress, officer or employee ofCongress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. $ 1352. Each tier shall also disclose anyl lobbying with non- federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. 13. PROCUREMENT OF RECOVERED MATERIALS (1) In the performance of this Agreement, Provider shall make maximum use of products containing recovered materials that are EPA-designated items unless the product ( Competitively within a timeframe providing for compliance with the cannot be acquired - Agreement performance schedule; ii. Meeting Agreement performance requirements; or iii. Atare reasonable price. (2) Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, haxemipimmkommSOARESMNSERXSEm. (3) Provider also agrees to comply with all other applicable requirements of Section 6002 ofthe Solid Waste Disposal Act. 5 VI1.062024 14. PROHIBITION ON CONTRACTING FOR COVERED1 TELECOMMUNICATIONS (I) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered elecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or EQUIPMENT ORSERVICES Services (Interim), as used in this clause (2) Prohibitions. i. Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. $ 200.216 prohibit the head ofan executive agency on or after August 13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain elecommunications products or from certain entities for national security reasons. ii. Unless an exception in paragraph (3) of this clause applies, Provider and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee a. Procure or obtain any equipment, system, or service that uses covered elecommunications equipment or services as a substantial or essential component ofany system, or as critical technology ofany system; b. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component ofany system, or as critical C. Enter into, extend, or renew contracts with entities that use covered elecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; d. Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component ofany system, or as critical technology as part ofany system. funds from the Federal Emergency Management Agency to: technology ofa any system; or (3) Exceptions. This clause does not prohibit contractors from providing - roaming, or interconnection arrangements; or a. A service that connects to the facilities ofa a third-party, such as backhaul, 6 VI1062024 b. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. ii. By necessary implication and regulation, the prohibitions also do not apply to: a. Covered telecommunications equipment or services that: I. 2. Are not used as a substantial or essential component ofany system; and Are not used as critical technology ofany system, b. Other elecommunications equipment or services that are not considered covered telecommunications equipment or services. (4) Reporting requirement. In the event Provider identifies covered telecommunications equipment or services used as a substantial or essential component ofany system, or as critical technology as part of any system, during contract pertormance, or Provider is notified of such by a subcontractor at any tier or by any other source, Provider shall report the information in paragraph (4)ii. of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for t. Provider shall report the following information pursuant to paragraph( (4)i.ofthis a. Within one (1) business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or b. Within ten (I0) business days of submitting the information in paragraph (4)ii.a. of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, Provider shall describe the efforts it undertook to prevent use or submission of covered elecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered reporting the information. clause: recommended. elecommunications equipment or services. 7 V11.062024 ()Subcontracis. Provider: shall insert the substance ofthis clause, including this paragraph (5), in all subcontracts and other contractual instruments. 15. DOMESTIC PREFERENCE FOR PROCUREMENTS Asappropriate, and to the extent consistent with law, Provider should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes ofthis clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application ofcoatings, occurred in the United States. Manyfacured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as conçrete; glass, including optical fiber; and lumber. 16. ACCESS TO RECORDS The following access to reçords requirements apply to this Agreement: (I) Provider agrees to provide the Activating Entity, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of Provider which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, (2) Provider agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) Provider agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under (4) In compliance with Section 1225 ofthe Disaster Recovery Act of2018, the Activating Entity and Provider acknowledge and agree that no language in this Agreement is intended to prohibit audits or internal reviews by the FEMA Administrator or the and transcriptions. the. Agreement. Comptroller General of the United States. 8 V11.062024 17. DHS SEAL, LOGO, AND FLAGS Providers shall not use thel DHS seal(s), logos, crests, or reproductions oft flags or likenesses of DHS agency officials without specific FEMA pre-approval. Provider shall include this provision in any subcontracts. 18. SUSPENSION AND DEBARMENT (I)This Agreement is a covered transaction for purposes of2C.F.R. pt. 180 and2C.F.R. pt. 3000. As such Provider is required to verify that none of Provider's principals (defined at 2 C.F.R. $ 180,995) or its affiliates (defined at 2 C.F.R. $ 180.905) are excluded (defined at 2 C.F.R. $ 180.940) or disqualified (defined at 2 C.F.R. $ (2) Provider must comply with 20 C.F.R. pt. 180, subpart C and 2C.F.R. pt. 3000, subpart Cand must include a requirement to comply with these regulations in any lower tier (3) This certification is a material representation of fact relied upon by the Activating Entity. If it is later determined that Provider did not comply with 2 C.F.R. pt. 180, subpart Cand2C.F.R. pt. 3000, subpart C,i inaddition to remedies available to FEMA and the Activating Entity, the Federal Government may pursue available remedies, (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart Ca and 2C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered 180.935). covered transaction it enters into. including but not limited to suspension and/or debarment. transactions. 19. INDEMNIFICATION Provider shall defend, indemnify and hold harmless the Activating Entity, its officers, officials, agents and employees from and against all actions, liability, claims, suits, damages, costs ore expenses ofany kind which may be brought or made against the Activating Entity or which the Activating Entity must pay and incur arising out oforr relating to any and all claims, liens, demands, obligations, actions, proceedings or causes of action of every kind in connection with or arising out of this Agreement and/or the performance hereof that are due in part or in the entirety of Provider, its employees or agents. Provider further agrees to investigate, handle, respond to, defend and dispose ofsame at its sole cost and expense. Provider shall be fully responsible to the Activating Entity for the acts and omissions ofi its subcontractors and of persons either directly or indirectly employed by it. This Section shall survive any expiration or termination of this Agreement. 9 VI1.062024 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR Provider acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False RELATED ACTS Claims and Statements) applies to Provider's actions pertaining to this Agreement. ZL.NOOBLIGATION BY FEDERAL GOVERNMENT The federal government is not aj party to this Agreement: andi ist not subject to any obligations or liabilities to the non-federal entity, Provider, or any other party pertaining toany matterresulting from the Agreement. 22. MINORITY BUSINESS ENTERPRISES Ifsubcontracts are to be let, Provider is required to take all necessary steps identified in 2 C.F.R. $ 200.321(b)(1)-(5) to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. 23. INSURANCE Provider shall procure and maintain in full force and effect at all times and at its sole cost and expense Commercial General Liability, Commercial Automobile Liability, Professional Liability and Workers' Compensation insurance, if applicable, and any additional insurance as may be required by the Activating Entity with limits acceptable to the Activating Entity. All insurance policies (with the exception of Workers' Compensation, ifapplicable, and Professional Liability) shall be endorsed, specifically or generally, to include the Activating Entity as an additional insured and as a certificate holder. Provider shall furnish a Certificate ofInsurance from al licensed insurançe agent inl North Carolina witha a rating ofA-VII or better by A.M. Best verifying the existence of any insurance coverage required by the Activating Entity. The Certificate will provide for thirty (30) days' advance notice int the event oftermination or cancellation ofcoverage. Provider shall have no right ofr recovery or subrogation against the Activating Entity (including its officers, agents and employees), it being the intention of the parties that the insurance policies sO affected shall protect both parties and be primary coverage for any and all losses covered by the aforementioned insurance. 24. WORKERS' COMPENSATION To the extent required by law, Provider shall comply with the North Carolina Workers' Compensation Act and shall provide for the payment of workers' compensation to its employees in the manner and to the extent required by such Act. In the event Provider is excluded from the requirements ofsuch Actand does not voluntarily carry workers" compensation coverage, Provider shall carry or cause its employees to carry adequate medicalaccident insurance to cover any injuries sustained by its employees or agents while fulfilling Provider's obligations under this Agreement. 10 VIL062024 Provider agrees to furnish the Activating Entity proof of compliance with said Act or adequate medical/ accident insurance coverage upon request. 25. REMEDIES (1) Right I0 Cover. If Provider fails to meet any completion date or resolution time set forth, due to no fault ofthe Activating Entity, the Activating Entity may take any oft the following actions with or without terminating this Agreement, and in addition to, and Employ such means as it may deem advisable and appropriate to perform itselfor obtain the Services from a third party until the matter is resolved and Provider is ii. Deduct any and all expenses incurred by the Activating Entity in obtaining or performing the Services from any money then due or to become due Provider and, should the Activating Entity's cost of obtaining or performing the Services exceed the amount due Provider, collect the amount due from Provider. without limiting, any other remedies it may have: again able to resume performance under this Agreement; and (2) Right t0 Withhold Payment. The Activating Entity reserves the right to withhold any portion, or all, of a scheduled payment if Provider fails to perform under this (3) Setoff. Each party shall be entitled to set off and deduct from any amounts owed to the other party pursuant to this Agreement all damages and expenses incurred or reasonably anticipated as a result oft the other party' s breach oft this Agreement. (4) Other Remedies. Upon breach of this Agreement, each party may seek all legal and equitable remedies to whichitisentiled. Theremedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently in (5) No Suspension. In the event that the Activating Entity disputes in good faith an allegation of breach by Provider, notwithstanding anything to the contrary in this Agreement, Provider agrees that it will not terminate this Agreement or suspend or limit any Services or warranties, unless: (i) the parties agree in writing; or (ii) an order of a court of competent jurisdiction determines otherwise; provided, however, this Agreement until such breach has been fully cured. addition to any other available remedy. dispute period shall be limited to ninety (90) days. 26.TAXES Provider shall be responsible for paying all taxes, fees, assessments and premiums ofany kind payable on its employees and operations. Provider shall substantiate, on demand by the Activating Entity, that all taxes and other charges are being properly paid. 11 VIL062024 27. HEALTH AND SAFETY Provider shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with performing the Services. Provider shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees in connection with performing the Services and other persons who may be affected thereby. 28. EQUAL EMPLOYMENT OPPORTUNITY During the performance ofthis Agreement, Provider agrees as follows: (1) Provider will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Provider will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Provider agrees to post in conspicuous places, available to employees and appliçants for employment, notices to be provided setting (2)Provider will, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender (3) Provider will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with (4) Provider will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of Provider's include, but not be limited to the following: forth the provisions oft this nondiscrimination clause. identity, or national origin. Provider's legal duty to furnish information. 12 V11.062024 commitments under this section and shall post copies of the notice in conspicuous (5) Provider will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary ofLabor. (6) Provider will: furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders oft the Secretary ofLabor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to (7) In the event of Provider's noncompliance with the nondiscrimination clauses of this Agreement or with any oft the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and Provider may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order oft the (8) Provider will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1)through (8)ine every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,s01 that such provisions will be binding upon each subcontractor or vendor. Provider will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, inçluding sanctions for Provided, however, that in the event a Provider becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, Provider may request the United States to enter into such Thea applicant further agrees that it willl be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the appliçant sO participating is a state or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work The appliçant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant places available to employees and applicants for employment. ascertain compliançe with such rules, regulations, and orders. Secretary ofLabor, or as otherwise provided by law. noncompliance: litigation to protect the interests oft the United States. on or under the contract. 13 VI1.062024 orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary ofLabor pursuant to Part II, Subpart D ofthe Executive Order. Ina addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistançe to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the oft the agency's primary responsibility for securing compliance. case to the Department ofJustice for appropriate legal proceedings. 29. COMPLIANCE WITH THE COPELAND "ANTI-KICKBACK"ACT (1) Provider. Ifapplicable, Provider shall comply with 18 USCSSPAAOUSCIS, and the requirements of29C.F.R. Part 3 as may be applicable, which are incorporated (2). Subcontracis. Ifapplicable, Provider or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach. A breach of the Agreement clauses above may be grounds for termination of the Agreement, and for debarment as a contractor and subcontractor as provided in 29 by reference into this Agreement. C.F.R. $5.12. 30. COMPLIANCE WITH THE DAVIS-BACON ACT (AS AMENDED) (1) Ifa applicable, all transactions regarding this Agreement shall be done in compliance with the Davis-Bacon Act (40 U.S.C. $8 3141-3144 and 3146-3148) and the requirements of29C.F.R. Part 5, as may be applicable. Provider shall comply with 40 U.S.C. 88 3141-3144 and 3146-3148 and the requirements of 29 C.F.R. Part 5, as applicable. 14 VIL062024 (2) Providers are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in: a wage determination made by the Secretary ofLabor. (3) Additionally, Providers are required to pay wages not less than once a week. 31.CLEAN. AIR. ACT (I) Provider agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42U.S.C. $ 7401 et seq. (2) Provider agrees to report each violation to the Activating Entity and understands and agrees that the Activating Entity will, in turn, report each violation as required to assure notification to the Activating Entity, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Offiçe. (3) Provider agrees to include these requirements in each subcontract exceeding $150,000 finançed in whole or in part with federal assistance provided by FEMA. 32. FEDERAL WATER POLLUTION CONTROL ACT (1) Provider 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 (2) Provider agrees to report each violation to the Activating Entity and understands and agrees that the Activating Entity will, int turn, report each violation as required to assure notification to the Activating Entity, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (3) Provider agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistançe provided by FEMA. 33. COMPLIANCE WITH THE CONTRACT WORK HOURS AND SAFETY Compliance with the Contract Work Hours and Safety Standards Act: seq. STANDARDS ACT (I) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment oflaborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work ine excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-halftimes the basic rate of pay for all hours worked in excess of forty (40) hours ins such workweek. 15 VI1,062024 (2) Violation; liabiliy for unpaid wages; liquidated damages. In the event ofany violation oft the clause set forth inj paragraph (1)oft this section Provider and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Provider and subcontractor shall be liable to the United States (in the case of work done under contract for the District ofColumbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation oft the clause set forth in paragraph (I) of this section, in the sum of$32 or the current amount statutorily required by 29 C.F.R, $ 5.5(b)(2) as may be amended from time to time, for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth inj paragraph (1)ofthis (3) Withholding for unpaid wages and liquidated damages. The Activating Entity shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by Provider or subcontractor under any such contract or any other federal contract with the same prime contractor, or any other federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)ofthis section. (4).Subcontracis. Provider or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth inj paragraphs (I) through (4) of this section. Further Compliance with the Contract Work Hours and Safety Standards Act, as (I) Provider or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address ofe each such employee, social security number, çorrect classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual (2) Records to be maintained under this provision shall be made available by Provider or subcontractor fori inspection, copying, or transcription by authorized representatives of the Department of Homeland Security, the Federal Emergency Management Agency, section. applicable: wages paid. 16 VI1.062024 and the Department of Labor, and Provider or subcontractor will permit such representatives to interview employees during working hours on the job. 34. COMPLIANCE WITH E-VERIFY PROGRAM Pursuant to N.C.G.S. $ 143-133.3, Provider understands that it is a requirement of this Agreement that Provider and its subcontractors must comply with the provisions of Artiçle 2 of Chapter 64 oft the North Carolina General Statutes. In doing sO, Provider agrees that, unless it is exempt byl law, it shall verify the work authorization ofitse employees utilizing the federal E-Verify program and standards as promulgated. and operated by the United States Department ofHomeland Security, and Provider shall require its subcontractors to do the same. Upon request, Provider agrees to provide the Activating Entity with an affidavit of compliance or exemption. 35. CONFIDENTIAL INFORMATION For purposes of this Agreement, the party disclosing Confidential Information is the "Discloser," and the party receiving Confidential Information is the "Recipient." "Confidential Information" shall mean any nonpublic information concerning the parties' respective businesses including, but not limited to, all tangible, intangible, visual, electronic, present or future information such as: (a) trade seçrets; (b) financial information, including pricing: (c) technical information, including research, development, procedures, algorithms, data, designs and know- how; (d) business information, including operations, planning, marketing interests and products; and (e) the terms of any agreement between the parties and the discussions, negotiations and proposals related thereto. Confidential Information disclosed to the other party must be clearly identified. Written Confidential Information must be clearly marked in a conspicuous place with an appropriate legend identifying thei information as "Confidential." Confidential Information that isnot written must be identified as confidential at the time of disclosure and confirmed in writing delivered to Recipient within fifteen (15) days of disclosure. The restrictions regarding the use and disclosure of Confidential Information do not apply toir information that is: (1) in the public domain through no fault oft the Recipient; (2) within the legitimate possession of the Recipient, with no confidentiality obligations to (3) lawfully received from a third partyl having rights in the information without restriction, (4) independently developed by the Recipient without breaching this Agreement or by parties who have not had, either directly or indirectly, access to or knowledge of the at third party; and without notice of any restriction against its further disclosure; Confidential Information; (5) disclosed with the prior written consent oft the Discloser; or 17 VI1.062024 (6) required to be disclosed by law, regulation or court or governmental order, specifically including requests pursuant to the Public Records Laws ofNorth Carolina contained in Chapter 132 of the North Carolina General Statutes. In the event Recipient receives such a request, it shall notify Discloser and Discloser shall have the opportunity to defend against production ofs such records at Discloser'ssole expense. 36. OWNERSHIP OF WORK PRODUCT Should Provider's performance under this Agreement generate documents or other work product that are specific to the Services hereunder, such documents or work product shall become the property of the Activating Entity and may be used by the Activating Entity on other projects without additional compensation to Provider. 3.NOASSIGNMENT WITHOUT CONSENT Neither party shall assign this Agreement (or assign any right or delegate any obligation contained herein whether such assignment is ofs service, ofpayment or otherwise) without the prior written consent of the other party hereto. Any such assignment without the prior written consent of the other party hereto shall be void. An assignee shall acquire no rights, and the Activating Entity shall not recognize any assignment in violation of this provision. 38. GOVERNING LAW AND VENUE This Agreement shall be governed by applicable federal law and by the laws of the State ofl North Carolina without regard fori its choice ofl law provisions. All actions relating in any way to this Agreement shall be brought in the General Court ofJustice oft the State of North Carolina in Brunswick County or in the Federal District Court for the Eastern District of North Carolina, Wilmington division. 39. DISPUTE RESOLUTION Should la dispute arise as to the terms ofthis Agreement, both parties agree that neither may initiate binding arbitration. The parties may agree to non-binding mediation of any dispute prior tot the bringing ofany suit or action. 40. GOVERNMENTAL IMMUNITY The Activating Entity, to the extent applicable, does not waive its governmental immunity bye entering into this Agreement and fully retains alli immunities and defenses provided by law with regard to any action based on this Agreement. 41. NON-WAIVER Failure by the Activating Entity at any time to require the performance by Provider ofany ofthe provisions oft this Agreement shall in no way affect the Activating Entity'sr right hereunder 18 V11.062024 to enforce the same, nor shall any waiver by the Activating Entity ofany breach be held to be a waiver of any succeeding breach or a waiver ofthis Section. 42. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein. There are no other representations, understandings or agreements between the parties with respect to such subject matter. This Agreement supersedes all prior agreements, negotiations, representations and proposals, written or oral. 43. HEADINGS The headings in this Agreement are for convenience ofreference only and shall not define or limit any oft the terms or provisions hereof. 44. SEVERABILITY The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Agreement shall not affect the validity oft the remaining portion oft the Agreement so long as the material purposes of this Agreement can be determined and effectuated. Ifa provision oft this Agreement is held to be unenforçeable, then both parties shalll be relieved ofall obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make ite enforceable while preserving its intent. 45. AMENDMENTS Amendments or changes to this Agreement, or additional Proposals or Statements ofWork, shall not be valid unless in writing and signed by authorized agents of both Provider and the Activating Entity. 46. NOTICES (1) Delivery of Notices. Any notice, consent or other communication required or contemplated by this Agreement shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by facsimile to the intended (2) Effective Date ofNotices. Any notice shall be effective upon the date ofreceipt by the intended recipient; provided that any notice which is sent by facsimile or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service recipient at the address set forth below. or by overnight courier. 19 VIL.062024 (3) Notice Address. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment or i. Fort the Activating Entity: To the address shown on the signature page waiver ofany provision of this Agreement shall be sent to: attached hereto for the respective Activating Entity Metric Consulting LLC 13940 SW 136" Street, Suite 100 Miami, FL33186 Metric Consulting LLC clo CT Corporation System, Registered Agent 160 Mine Lake Court, Suite 200 Raleigh, NC 27615 For the Provider: With a copy to: (4). Activating Entity Notices. In addition to the foregoing, any communications to an Activating Entity shall be sent to the respective Activating Entity at the address set forth on the applicable signature page attached hereto. 47.SIGNATURES This Agreement, together with any amendments or modifications, may be executed in one ormore counterparts, each of which shall be deemed an original and all of which shall be considered one and the same agreement. This Agreement may also be executed electronically. By signing electronically, the parties indicate their intent to comply with the Electronic Commerce in Government Act (N.C.G.S $ 66-58.1 et seq.) and the Uniform Electronic Transactions Act (N.C.G.S $ 66-311 et seq.). Delivery of an executed counterpart of this Agreement by either electronic means or by facsimile shall be as effective as a manually executed counterpart. [SIGNATURES APPEAR ON FOLLOWING PAGES] 20 VI1.062024 Brunswick County P.O. Box 249 Bolivia, NC 28422 ATTEST: BRUNSWICK COUNTY By: Clerk to the Board/ Deputy Clerk to the Board Chairman, Board ofCommissioners [SEAL] METRIC CONSULTINGI LLC By: Printed Name: Title: Date: "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Aaron C. Smith, Director of Fiscal Operations Brunswick County, North Carolina APPROVED ASTO FORM Bryan W. Batton, County Attomey/ Ryan S. King, Assistant County Attorney 21 V11.062024 Town of Bolivia P.O. Box 93 Bolivia, NC 28422 Town ofE Bolivia Date Metric Consulting LLC Date "This instrument has been preaudited in the manner: required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 22 VI1062024 Town ofCarolina Shores 200 Persimmon Road Carolina Shores, NC 28467 Town ofCarolina Shores Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 23 VIL.062024 Town ofCaswell Beach 1100 Caswell Beach Road Caswell Beach, NC: 28465 Town of Caswell Beach Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 24 V11.062024 Town of Holden Beach 1IO Rothschild Holden Beach, NC28452 Town ofHolden Beach Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 25 VIL.062024 Town of Navassa 334 Main Street Navassa, NC 28451 Town of Navassa Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 26 V11.062024 Town of Northwest P.O. Box 1509 Leland, NC 28451 Town ofNorthwest Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 27 VIL062024 Town ofOak Island 4601 E. Oak Island Drive Oak Island, NC 28465 Town ofOak Island Date Metric Consulting LLC Date "This instrument has been preaudited in the manner: required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 28 VI1.062024 Town of Ocean Isle Beach 1II Causeway Drive Ocean Isle Beach, NC 28469 Town ofOcean Isle Beach Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 29 V11.062024 Town of Sandy Creek 114 Sandy Creek Drive Leland, NC 28451 Town of Sandy Creek Date Metric Consulting LLC Date "This instrument has been preaudited in the manner: required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 30 VIL.062024 Town of Shallotte P.O. Box 2287 Shallotte, NC 28459 Town of Shallotte Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 31 VIL062024 Town ofSt.J James 4140A Southport-Supply Road St. James, NC: 28461 Town ofSt. James Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 32 VI1.062024 Town of Sunset Beach 700 Sunset Boulevard North Sunset Beach, NC28468 Town of Sunset Beach Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 33 V11.062024 Town of Varmantown 100 Varmantown Road Supply, NC28462 Town ofVarmantown Date Metric Consulting LLC Date "This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act." Director of Fiscal Operations Date 34 VIL062024 Exhibit' "A" Cost Proposal M FORM OF PROPOSAL Note to contractors: All costs proposed are to be inclusive of labor, materials, equipment, incidentals, etc. necessary to fulfill the Scope of Work outlined in this RFP. Any price modification shall be based on the change in CPI-U for All Items in March of 2025 and each subsequent calendar year. ADMS pricing must bei included in hourly rates. COST PROPOSAL FORM PERSONNEL Project Manager Operations Manager Scheduler/Expeditors Site or Area Supervisor Tower Monitors Field Monitors HOURLYRATES $85.00 $70,00 $1.00 $60.00 $38.00 $38.00 $1.00 $85.00 $38.00 $60.00 $75.00 Administrative Assistant/Data Entry FEMA Public Assistance Coordinator Operations Coordinator Any Additional Positions and Rates: Data Manager Safety Specialist Multi-Jurisdictional Disaster Debris Planning and Support Management 60 35 VIL062024