Atachment A MULTI-JURISDICTIONAL DISASTER DEBRIS MANAGEMENT AGREEMENT FOR PRIMARY 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 Southern Disaster Recovery, LLC, a South Carolina limited liability company, (hereinafter referred to as "Provider"), party oft 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 Multi-Jurisdictional Disaster Debris Management, as published by Brunswick County on July 19, 2024, and as re-published on August 12, 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) 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 ofa an event that it will be able toj 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 of 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 referenced herein are hereby incorporated by reference and made a part ofthis Agreement. Any conflict between the languagei in an exhibit or attachment and the main body oft this Agreement shall be resolved in favor of the main body of this Agreement. VI1.062024 2. TERM OF AGREEMENT; TERMINATION (1) Term. The Initial Term of this Agreement begins on September 16, 2024, (the "Effective Date") and continues in effect for one (I) year until September 15, 2025, unless sooner terminated as provided herein (the "Initial Term"). The Initial Term shall be followed by four (4) successive options to renew for one (1) 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 tobe exercised automatically unless either party gives notice of its 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 by an Activating Entity by the issuance ofal Notice to Proceed. (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, ist the subjectofproceedings: in voluntary ori involuntary bankruptcy instituted on behalfofor: against Provider, or has a receiver or trustee appointed for substantially allofits PoptyerifPonderalows any final judgment to stand againstitunsatisfied for a period off forty-eight (48) hours. 3. NOMAPROPRIATION Ifthe Board ofCounty Commissioners ofCounty or the governing body ofa any 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-appropriation 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 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 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 Powdrherbyicimowladses 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) Provider has 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 ofNorth Carolina; its obligations under this Agreement: obligations under this Agreement; performing the Services under this Agreement; 3 V11.062024 (5) Provider will perform all Services in conformity with the specifications and (6) The Serviçes provided by Provider under this Agreement will not violate, infringe or misappropriate any patent, copyright, trademark or trade secret rights sofany 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) Provideracknowledges that ifany specific liçenses, 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 of 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, policies ands security 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 substançes: (ii) smoking only in designated smoking areas, if any; and (iii) 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/ lor 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, Providershall, at its own expense, promptly repair or replace such damaged items to restore them to the same level oft 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 VI1.062024 Provider may list the Activating Entity as a reference in response to requests for proposals and may identify the Activating Entity as a customer inj presentations to potential customers. 10. NON-EXCLUSIVITY Provider acknowledges that the Activating Entity is not obligated to contract solely with Provider for the Services covered under this Agreement. I.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 ofIsrael pursuant to N.C.G.S. $ 147-86.80e erseq. 12. BYRD. ANTI-LOBBYINGAINGAMENDMENT, 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 certifiçation. Eachtier 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 ofany agency, a 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 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 pertormance schedule; ii. Meeting Agreement performance requirements; or iii. 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, itps/www.epasovsmmcompehensheprosurmemntgudelline-spreprogram (3) Provider also agrees to comply with all other appliçable requirements of Section 6002 oft the Solid Waste Disposal Act. 5 V11.062024 14. PROHIBITION ON CONTRACTING FOR COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES (1).D 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 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 2C.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. 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 ofanys 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 ofa any system, or as critical technology as part ofa 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 elecommunications 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. i. This clause does not prohibit contractors from providing a. A service that connects to the facilities of a third-party, such as backhaul, roaming. or interconnection arrangements: or 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. 11. By necessary implication and regulation, the prohibitions also do not apply to: a. Covered elecommunications equipment or services that: I. Are not used as a substantial or essential component ofany system; and 2. Are not used as critical technology ofany system. covered elecommunications equipment or services. b. Other elecommunications equipment or services that are not considered (4) Reporting requirement. . In 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)ii. 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 (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 (10) business days of submitting the information in paragraph (4)ui.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. Providershal! insert the substançe oft this clause, including this paragraph (5), in all subcontracts and other contractual instruments. 15. DOMESTIC PREFERENCE FOR PROCUREMENTS Asappropriate, and tot 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 toi iron, aluminum, steel, cement, and other manufactured products. For purposes of this 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. Manufactured producis 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: (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 oft 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 VIL.062024 17. DHS SEAL, LOGO, AND FLAGS Provider shall not use the 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 and 2C.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 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 and 2C.F.R. pt. 3000, subpart C, in addition 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 of2 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. 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 andi incur arising out oforrelating 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 of same 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 RELATEDACTS Claims and Statements) applies to Provider's actions pertaining to this Agreement. 21. NOOBLIGATION BY FEDERAL GOVERNMENT The federal government is nota a party to this Agreement andi is not subject to any obligations or liabilitiest tot the non-federal entity, Provider, or any other party pertaining to any matter resulting 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)0)-(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 insurançe 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, specifiçally 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 insurance agent in North Carolina withar rating ofA-Vilorb better by A.M. Best verifying the existence of any insurance coverage required by the Activating Entity. The Certificate will provide fort thirty (30) days' advance notice in the event oftermination 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 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. Acta and 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 V11.062024 Provider agrees to furnish the Activating Entity proof of compliançe with said Act or adequate medical/ accident insurance coverage upon request. 25. REMEDIES (1) Righi 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 ofthe 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 itselfo or 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) Righi 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 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 whichitis is entitled. Theremedies set forthl 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. II VI1.062024 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 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 appliçants 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 appliçant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or appliçant. 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 ofthis nondiscrimination clause. identity, or national origin. Provider' 's legal duty to furnish information. 12 VIL.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 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 ofthe Secretary ofl Labor, 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 of 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 contraçts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the (8) Provider will include the portion oft the sentence immediately preceding paragraph (I) and the provisions of paragraphs s(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 ift the applicant sO participating is a state or local government, the above equal opportunity clause is not applicable to any agency. instrumentality or subdivision of such government which does not participate in work 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 ofL Labor, or as otherwise provided by law. noncompliance: litigation to protect the interests of 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, 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. 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 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 applicant; 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 "ANTHKICKBACKPACT (1)Provider. Ifapplicable, Provider shall comply with 18 U.S.C. $874,40US.C.S3145, and the requirements of 29C.F.R. Part 3 as may be applicable, which are incorporated (2). Subcontracis. Ifa applicable, 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 oft 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.S5.12. 30. COMPLIANCE WITH THE DAVIS-BACON ACT (AS AMENDED) (I) Ifa applicable, all transactions regarding this Agreement shall be done in compliance with the Davis-Bacon Act (40 U.S.C. SS 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 V11.062024 (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 toj 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)P Provider agrees to include these requirements in each subcontract exceeding $150,000 financed 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, 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 in 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-halft times the basic rate of pay for all hours worked in excess of forty (40) hours ins such workweek. 15 V11.062024 (2) Violation; liability for unpaid wages; liquidated damages. In the event ofany violation of the clause set forth in 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 District ofColumbia or a territory, to such Districtort tos such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) 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 oft the overtime wages required by the clause set forth inj paragraph (1)ofthis (3) Withholding, for umpaid wages and liquidated damages. The Activating Entity shall upon its own action or upon written request of an authorized representative of the Department ofL 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) oft this section. (4)Suhcontracis. 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 (1) through (4) of this section. Further Compliance with the Contract Work Hours and Safety Standards Act, as (1)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 of 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 VIL.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 ofthe North Carolina General Statutes. In doing so, Provider agrees that, unless it is exempt by law, it shall verify the work authorization ofits employeesutilizing: 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 conçerning 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 thei information as "Confidential." Confidential Information that isnot written must be identified as confidential at the time ofdisclosure 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 toi information that is: (I) in the public domain through no fault of the Recipient; (2) within the legitimate possession oft the Recipient, with no confidentiality obligations to (3) lawfully received froma 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. açcess to or knowledge of the at third party; and without notice ofany restriction against its further disclosure; Confidential Information; (5) disclosed with the prior written consent oft the Discloser; or 17 V11.062024 (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.NO ASSIGNMENT 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 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 oft the State ofNorth 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 of. Justice of 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: a dispute arise as to the terms oft this Agreement, both parties agree that neither may initiate binding arbitration. The parties may agree to non-binding mediation of any dispute prior to the bringing ofany 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 all 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 oft this Agreement shall in no way affect the Activating Entity' s right hereunder 18 VIL.062024 to enforce the same, nor shall any waiver by the Activating Entity of any breach be held to be a waiver of any 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 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 of the Agreement sO long as the material purposes of this Agreement can be determined and effectuated. Ifaj provision oftl 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 sofWork, 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.n 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 VII.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 oft this Agreement shall be sent to: i. For the Activating Entity: To the address shown on the signature page attached hereto for the respective Activating Entity ii. For the Provider: Southern Disaster Recovery, LLC 109 White Oak Road Greenville, SC 29609 (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 theiri 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 VIL062024 Brunswick County P.O. Box 249 Bolivia, NÇ 28422 ATTEST: BRUNSWICK COUNTY By: Clerk to the Board/ Deputy Clerk to the Board Chairman, Board ofCommissioners [SEAL] SOUTHERN DISASTER RECOVERY, LLC By: Printed Name: Al McClaran Title: CEO 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 ASTOI FORM Bryan W. Batton, County Attomey Ryan S. King, Assistant County Attorney 21 V11.062024 Town of Bolivia P.O. Box 93 Bolivia, NÇ 28422 Town ofB Bolivia Date Southern Disaster Recovery, 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 V11.062024 Town of Carolina Shores 200 Persimmon Road Carolina Shores, NC 28467 Town ofCarolina Shores Date Southern Disaster Recovery. 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 VI1.062024 Town of Caswell Beach 1100 Caswell Beach Road Caswell Beach, NC 28465 Town ofCaswell Beach Date Southern Disaster Recovery, 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 VI1.062024 Town of Holden Beach 1I0 Rothschild Holden Beach, NC 28452 Town ofHolden Beach Date Southern Disaster Recovery, 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 V11.062024 Town of Navassa 334 Main Street Navassa, NC 28451 Town ofN Navassa Date Southern Disaster Recovery, 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 V11062024 Town ofNorthwest P.O. Box 1509 Leland, NC 28451 Town of! Northwest Date Southern Disaster Recovery, 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 VIL.062024 Town of Oak Island 4601 E. Oak Island Drive Oak Island, NC 28465 Town ofOak Island Date Southern Disaster Recovery, 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 V11.062024 Town of Ocean Isle Beach 3 West Third Street Ocean Isle Beach, NC: 28469 Town ofOcean Isle Beach Date Southern Disaster Recovery, 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 VI1.062024 Town of Sandy Creek 114 Sandy Creek Drive Leland, NC 28451 Town of Sandy Creek Date Southern Disaster Recovery, 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 VI1.062024 Town of Shallotte P.O. Box 2287 Shallotte, NC 28459 Town of Shallotte Date Southern Disaster Recovery, 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 VI1062024 Town ofSt. James 4140A Southport-Supply Road St. James, NÇ: 28461 Town ofSt. James Date Southern Disaster Recovery, 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 VIL062024 Town of Sunset Beach 700 Sunset Boulevard North Sunset Beach, NC 28468 Town of Sunset Beach Date Southern Disaster Recovery, 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 ofVarmantown 100 Varmantown Road Supply.NC:28462 Town ofVarmantown Date Southern Disaster Recovery, 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 V11.062024 Exhibit "A" 5DR TAB6 PRICE PROPOSALS 35 VI1.062024 FORM OF PROPOSAL Attachment I- Fee Schedule DEBRIS REMOVAL, PROCESSING, AND DISPOSAL Schedule 1-1 linit Rates Schedule ROW Debris 0-10Miles Item # Deseription Haul Distance Unitof linit Price Unit of 10.1-20Miles PERCY $7.40 30.1-40Miles PERCY $7.75 25.1-50Miles PERCY $7.75 75.1- 100 Miles PERCY $7.75 20,1-30 Miles: PERCY $7.75 30.1-40 Miles PERCY $7.75 251-5 50Miles PERCY $7.75 75.1-100Miles PERCY $7.75 TDMS Management and Reduction Measure PERCY $6.75 Measure Unit Price Eligible RO )W Vegetativel Debris Removal (Collect & Haul). Work consists ol'r removal tou an: approved IDMS. Eligible ROW Vegetative Debris Removal 2 (Collect & llaul)- Work consists ofremoval lo: an: pproved final disposal facility. and transport of vegetativer debris ont the ROW 20.1-30Miles PERCY $7.75 0-25Miles PERCY $6.90 PER ION $72.00 PERTON $85.00 PERION PER TON $105.00 and transport of vegctative debris on the ROW 50.1-75Miles PERCY $7.75 Haul)- Work consists of removal and transport 10.1-20Miles PERCY $7.40 $95.00 Eligible ROW C&DI Debris Removal (Collect & 0-10Miles ofcaDdebris on the ROW lo an: approved Eligible ROW Vegetative Debris Removal (Collect & llauly- Work consists of removal approved final disposal facility 5 TDMS Management and Operations PERCY $6.75 IDMS. 0-25 Milds PIRCY PIRION PER ION $115.00 PER TON $125.00 PERION $175.00 $6.90 $89.00 and transport of C&D debris on the ROWt to an 501-75Miles PERCY $7.75 N/A PIRCY $1.00 Reduction Through Grinding Work consistsof management and operation of IDMS lor acceptance, management. egregation. staging and reduction of disasier related debris through N/A PIRCY $2.75 grinding. Reduction Ihrough, Air Curtain Incineration- Work consists oft management and operations of 7 IDMS for acceptance. management. segregation. staging: and reduction of disaster related debris through air curtain incineration. N/A PERCY $2.05 RIP Mull-Juridietiowat Disaster Dchris Management PAGE59 Page 1330fSDR Proposal 8 C&D debris reduction by compaction. 9 Remediation of TDMS. N/A N/A 0-10Miles 10.1-2 20Miles PERCY $5.50 20.1-3 30Miles PERCY 40.1-60Miles PERCY $7.90 60.1-8 80Miles PERCY $10.45 80.1-1 100Miles PERCY $12.10 PERCY IS PERCY $0.95 ALCost $4.90 $5.90 $6.50 N/A N/A PERTON $47.50 PER TON $65.00 PER TON $69.00 PER TON PER TON $109.00 PERTON $129.00 PERTON $141.00 ArCost llaul-Out of Reduçed Debris lo: al Designated and transportation of reduced debris trom TDMS lo: approved final disposal facility. 10 Finall Disposal Site- Work consists ofl loading 30.1-40Miles PERCY $78.00 Tree Work. 11 Removal of Eligible Hazardous Trees- Work consists of removi ing hazardous trces. Ila Less than 6i inch diameter lIb 6inch- 12.99 inch diameter Ilc 13inch- -23.99 inch diameter Ild 241 inch- 35.99i inch diameter lle 36i incht to 47.99i inch diameter u1r 48i inch orl larger liameter N/A N/A N/A N/A N/A N/A NA PER TRFE $25.00 PER TREE $85.00 PER TREE $105.00 PER TREE $170.00 PER TREE $250.00 PER TREE $340.00 PER TREE Remova al ofl Eligible llazardous Limbs Work 12 consists of removing (cutinglha/anlou limbs Irom trees per price per trec. $89.00 Removal ofl llazardous Stumps. Work consists 13 oft the removing hazardous stumps. backfill. transport and linal disposal all inclusiveprice. PER STUMP PER STUMP PER STUMP PER STUMP PERCY N/A NA N/A N/A Demolition 0-25Miles 13a 24- 36.99i inch diameter 13b 37- 48.99i inch diameter 13e 49i inch: and larger diameter $150.00 $245.00 $320.00 $2.50 $2.75 $3.25 $3.75 Eligible Demolition. Removal and' Transport of Non-RACM Structures- Work consists of all 14 necessary to demolish structures onj public or private property and transportation los an approved linal disposal site. Resulting Debris tol be hauled lo: an: approved" TDMS site: at PERTON $16.50 PERTON $19.50 PERTON $24.90 PER TON $30.00 labor. equipment, lucl and miscellancous costs 25.1-50Miles PERCY 50,1-75Miles PERCY 75.1-100Miles PERCY ROW rales.. RFP Mulb-urikdhetimal. Diaster Ichris Management PAGEG0 Page 1340fSDR Proposal Eligible Demolition. Removal and' Transport of 0-25Miles RACM: Structures- Work consists ot'a all labor. equipment. luel and miscellancous costs 15 necessary to demolish structures onj puble or privi ate property and transportation to an approved linal disposal. Resulting debrist tol be Eligible Water Based Vegetativel Debris Removal- Work consists of'a alll labor. equpment, luel and miscellancous costs for an Activating Entity provi ided access points and hauled to: ans approved TDMS, Mileageis measured firom access pomt to IDMS, Eligible Water orl Beach Based Vegetative Debris Removal Work consists of alll labor. equipment, fucl and miscellancous costs for 17 water. or beach-based dehris at: an Activating approved tinal disposal facility. Mileagei 1S measured from access point lo linal disposal Eligible Water or Beach Based C&DI Debris Removal- Work consists ol alll labor, equipment, fuel. and miscellancous costs for water or beach-based debris at: an Activating approved' TDMS. Mileage isi mcasured Irom access point to TDMS. Eligible Water or Beachl Based C&DI Debris Removal- Work consisis of: alll labor. equipment. luel, and miscellancous costs for 19 waler or beach-based debris al: an Activating approved linal disposal facility. Mileagei is measured fiom access point to1 linal disposal PERCY $4.50 $4.75 $5.25 $5.75 $38.50 $39.50 $41.00 $42.25 $44.00 $42.00 $45.50 $49.75 $54.75 $38.50 $39.50 $41.00 $42.25 $44.00 $44.00 PER ION $47.50 $51.75 $56.75 $9.25 $9.75 $10.50 $11.50 $13.00 $18.10 $18.55 $19.65 $21.25 $22.75 PER TON $34.00 PER TON PER TON PERION $47.00 25.1-50Miles PERCY 50.1-75Miles PERCY Waterway and Beach Debris 0-5Miles 5.1-10Miles PERCY 20.1-3 30) Miles PERCY 301-4 40Miles PERCY 0-25Miles $39.00 $42.00 hauled 10: an: approved TDMS: sile atl ROW: rates. 75.1-100Miles PERCY PIRCY 16 remov al. slaging. loading and transportation of 10.1-20Miles PERCY PERCY PIRION $305.00 PER ION $364.00 PERION $398.00 PERION removal, staging. loading and transportation of 25.1-50Miles PERCY Entity Provided access points andl hauled lo an 50,1-75 Miles PERCY 75.1- 100N Miles PERCY 0-5Miles 5.1- 10Miles PIRCY facility $438.00 PIRCY 18 remov al. staging. loadiny and transportation of 10.1-20Miles PERCY lintity Provided nccess points and hauledt to: an 20.1-30Miles PERCY 30.1-40Miles PIERCY 0-25, Miles PERCY $352.00 $380.00 $414.00 $454.00 remor: al. staging. loading and tramsportation of 25.1-50Miles PERCY Fntity provided access points und hauled lo: an 50.1-75Miles PERCY PIR FON PER TON PERION 75.1-1 100 Miles PERCY Silt and Sand Removal 0-5Miles 10.1-20Miles PERCY 20.1-30Miles PERCY 30.1- 40Miles PERCY 0-5Miles lcility. PERCY Eligible Sand: and Silt Removal from Detention 5:1- 10Miles PERCY 20 Relention Structures Work consists oft the removal: and disposal ofeligible sand. sil and debris from delention relention structures. Fligible Sand Removal Work consists of't the screening sand: ands slockpiling sand: at processing site or hauling lo: a designated. arca. RIP Muli-wridietiwal Disasler Debris Management PERCY remou al of cligible sand removal firom ROWor 5.1- 10: Miles PIRCY 21 publiu property, hauling to: a processing screen. 10.1-20Miles PERCY 20.1- 30Miles PERCY 30.1-4 40Miles PERCY PAGE61 Page 1350fSDRI Proposal 0-5Miles PERCY $19.10 Iligible Private Property: Sand Remosal- Work processing site or hauling toa a designated arca. consists oft the removal of cligible sand remova al 5.1-10Miles PERCY $19.85 22 from private property, hauling loa processing 10,1-: 20Miles PERCY $20.65 sereen. screening sand and: stockpiling sand at 20,1-30Miles PERCY $22.25 30.1-40Miles PERCY $23.75 Specialty Debris 0-25Miles 25.1-50Miles 75.1- 100 Miles. 100.13 - Miles 0-25Miles PIER POUND PER POUND $3.50 PER POUND $4.50 PER POUND $5.50 PER POUND $6.50 PER POUNI $1.50 PER POUND $3.00 PIR POUND $4.50 POUND $5.50 PER POUND $2.50 PER POUNI $2.75 PER POUNI $3.00 POUND PERUNIT $35.00 PER POUND $2.50 PER POUND $2.75 PIR POUND $3.00 PER POUND $3.25 PER POUND $1.00 $2.50 Eligible Houschold Hazardous Waste Removal, 23 Transportation and Disposal- Work consistsof 50.1-75Miles the removal. ransportation: and disposalof eligible houscholdi hazardous waste( (HIIW). Eligible White Goods Removal and Recycling- 25.1-50Miles miscellancous cosls for removal, transportation 50.1-75Miles 24 Work consisis ofa all labor, equipment, fuel: and and disposalrveycling of white goods. 75.1- 100) Miles PIR 0-25Miles 25.1-50Miles 50.1-75Miles NA 0-25Miles 25.1-50Miles 50.1-75Miles 75.1-100Mfiles 0-25Miles Eligible Serap Tires Removal and Recycling- 25 Work consists of: all labor. equpment, fuch and micellancous costs for remor al: and transportation of scrap lires. 75.1-100Miles PIR $3.25 26 Relrigerant recorery and decontmination. Eligible Electronic Waste (-Waste)- Work 27 consisisoft thet remov al, transpiration to approved Disposal Recycling Facility Eligible Dead Anmai Carcasses- Work consisls 25.1-50Miles POUND PER $1.25 $1.75 28 oft ther recovery and disposal ol dead animal carcasses. NOTES: 50.1-75Miles POUND PER $1.50 75.1- E00Miles PER POUND 1. Thecontractor will pay a upping fee: at linal disposal site(s) and back charge the Activating Intity al cost. 2. All stumps placed on the right of way by cilizens willl be converled to cubic yards using thel FEMA325 Guidelines. llazardous Stump Policy and charged as regular debris under items I-7. 3. Jfawarded the contract. contractor agrees tot respond regardless ofdebris Volumes or number of Activating Entilies. RIFP Muli-lurisdhctimall Disaster Dchris Management PAGE62 Page 1360fSDR Proposal FORM OF PROPOSAL Attachment II-I Fee Schedule EQUIPMENT RATES Equipment Description Unit Unit Price Hour $135.00 Hour $145.00 Hour $123.00 Hour $105.00 Hour $103.00 Hour $107.00 Hour $85.00 Hour $138.00 Hour $148.00 Hour $139.00 Hour $128.00 Hour $153.00 Hour $I84.00 Hour $125.00 Hour $157.00 Hour $155.00 Hour $138.00 Hour $92.00 Hour $I46.00 Hour $162.00 Hour $123.00 Hour $72.00 Hour $225.00 Hour $390.00 Hour $125.00 Hour $195.00 Hour $285.00 Hour $175.00 Hour $78.00 Hour $62.00 Hour $25.00 Hour $120.00 Hour $12.00 Hour $185.00 Hour $95.00 Hour $112.00 Hour $124.00 Hour $136.00 Hour $245.00 JD544 Whecl Loader with debris grapplc JD644 Whccl Loader with debris grapple Extendaboom Forklift with debris grapple 753 Bobcat Skid Steer Loader with dbris grapplc 753 Bobcat Skid Stcer Loader with bucket 753 Bobcat Skid Stcer Loader with strecl Swccper 30-50 HP Farm Tractor with box bladc or rake 2-2 % Cu.Yd. Articulated Loader with buckcl 3-4 Cu.Yd. Articulated Loader with buckct JD 648E Loy Skidder or equivalcnt CAT D4 Dozer CAT D6 Do/er CAT D8 Dozer CAT 125-1 140H HP Motor Grader JD 690 Trackhoc with debris grapple JD 690 Trackhoc with buckel & thumb Rubber Tired Trackhoc with debris grapplc JD3 310 Rubber Tircd Backhoc with bucket and hoc Rubber Tired Excavator with debris grapplc 210 Prentiss Knuckleboom with debris grapple Sclf-Loader Scraper Cat 623 or cquivalent Hand Fed Debris Chipper 300 400 Tub Grinder 800 - 1,000 HP Diamond Z Tub Grinder 30 Ton Cranc 501 Ton Cranc 100 Ton Cranc (81 hour minimum) 40-60' Bucket Truck Service Truck Water Truck Portablc Lighl Plant Equipment Transports Pickup Truck. Unmanned Single Axlc Dump Truck.5-12CuYd Tandem Dump Truck, 16-20Cu.Yd. Trailer Dump. 24- 40Cu.Yd. Trailcr Dump Truck, 61 - 80Cu.Yd. Power Screen Sclf-loading Dump Truck with Knucklcboom and debris grapple REP Miult-luridaeti-mal. Distterl Dehris Management PACE63 Page 1370fSDR Proposal Stacking Convcyor omF Road Trucks Hour Hour $72.00 $135.00 LABOR. AND MATERIAL RATES Personnel Description Unit Hour Hour Hour Hour Hour Hour Hour Hour Hour Hour Hour Hour Hour Hour Unit CY Unit Price $53.00 $64.00 $57.00 $56.00 $49.00 $85.00 $42.00 $39.00 $48.00 $41.00 $37.00 $54.00 $84.00 $35.00 Unit Price $11.00 Operations Manager Superintendent with truck, phonc & radio Foreman with truck, phonc & radio Inspcctor with vchicle. phonc & radio Climber with gcar Saw Hand with chainsaw Laborers & Flaymen Public Assistance Manayer Documentation Clerk Timckecper Ha/Mat Professional Safcty Quality Control Inspcctor with vehicle. phone & radio Houschold Ha/Mat Inspcction & Removal Crewi Gencrators from 10 KW Lo 300 KW Materials Description Fill Din for Slump Holcs - Purchascd, Placed, and Shaped Notes: 1. Thc cquipment, labor and matcrial rates shown abovc arc for tasks requested by the Activating Entity, which arc not covered in the ratcs (per cubic yard) for normal debris removal and reduction. 3. The listed cquipment should cover all possible cquipment needs following disaster, please include al list ofa any additional qupmentpersonne. that is available. but not included in the abovc. 4. Include a list of cmergency resources and priciny as referenced in Part II - Emergency Rcsources 5. There will be no adjustment in cost due to labor rates or transportation costs, except as provided by the Consumer Price Index (CPI) adjustment. In subsequent terms. an annual price change based on the Bureau of Labor Statistics. Consumer Price Index escalation shall be considered on each anniversary of the term of the awarded contract. Price modification shall be based on the change in CPI-U for All Items in March of2025 and each subsequent calendar year. Contractors shall provide a proposed price schedule for all 2. Pricing includes operator, fucl, and mamtenance. ofthe RFP. requested items thirty (30) days prior to the renewal date. RIP Mauli-Juridiction.l Disaster Ichns Management PAGE64 Page 1380!SDR Proposal Attachment B MULTI-JURISDICTIONAL DISASTER DEBRIS 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 CTC Disaster Response Inc., al Kansas corporation, (hereinafter referred to as "Provider"), party oft 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 Mult-Jurisdictional Disaster Debris Management, as published by Brunswick County on July 19, 2024, and as re-published on August 12, 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 referençe. 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 of 2025 and each subsequent calendar year. Provider shall notify the Activating Entity within twenty-four (24) hours ofa an event that it will be able toj 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 referenced 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 ofthis Agreement shall be resolved in favoroft the main body oft this Agreement. V11.062024 2. TERM OF AGREEMENT;TERMINATION (1) Term. The Initial Term of this Agreement begins on September 16, 2024, (the "Effective Date") and continues in effect for one (1) year until September 15, 2025, unless sooner terminated as provided herein (the "Initial Term"). The Initial Term shall be followed by four (4) successive options to renew for one (I) year each (each a "Renewal Term"). The Initial Term and any Renewal Term are referred to collectively herein as the' "Term."E Each Renewal Term istob be exercised automatically unless either party gives notice of its 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 by an Activating Entity by the issuance ofal Notice to Proceed. (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 bankruptcyinstituted on behalfofo or against Provider, or has a receiver or trustee appointed for substantially allofitsp popetyorifPovideralow: any final judgment to stand against titunsatisfied for aj period off forty-eight (48) hours. 3. NOMAPROPRIATION Ifthe Board ofCounty Commissioners ofCounty or the governing body ofa any 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. Ins such event, County and/or the respective Activating Entity will promptly notify Provider of the non-appropriation and this Agreement will be terminated at the end oft 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"oras 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 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 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 oft the Activating Entity for any purpose in the performance of 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 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 Providerk herebyackmowledges: 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) Provider has 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 ofNorth Carolina; its obligations under this Agreement; obligations under this Agreement; performing the Services under this Agreement; 3 V11.062024 (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 ort trades secret rights ofany third party, or any othert 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) Provider acknowledges that ifanys 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, policies and security 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 or a 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 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 VI1,062024 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-EXCLUSIVITY Provider acknowledges that the Activating Entity is not obligated to contract solely with Provider for the Services covered under this Agreement. 11. 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 ofIsrael pursuant to N.C.G.S. $ 147-86.80ersey. 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 for influencing or attempting to influence an officer or employee ofany agency, a Member of Congress, officer or employee ofCongress, oran 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 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 requrements; 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, hts.haxappusmmkoummompésMAsEsEeNEtemuidelinespesorm. (3) Provider also agrees to comply with all other appliçable requirements of Section 6002 ofthe Solid Waste Disposal Act. 5 VI1.062024 14. PROHIBITION ON CONTRACTING FOR COVERED TELECOMMUNICATIONS EQUIPMENTOR: SERVICES (1) 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 elecommunications 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 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 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 telecommunications 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 elecommunications 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. i. This clause does not prohibit contractors from providing a. As service that connects to the facilities ofa third-party, such as backhaul, roaming, or interconnection arrangements; or 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 telecommunications equipment or services that: 1. Are not used as a substantial or essential component ofany system; and 2. Are not used as critical technology ofany system. b. Other telecommunications equipment or services that are not considered covered elecommunications equipment or serviçes. (4) Reporting requirement. Int 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 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)ii. 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 (1) business day from the date of such identification or notification: The contract number; the order number(s). if appliçable; 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)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 recommended. telecommunications equipment or services. 7 V11.062024 5)Subcontracis. Providers shall insert the substance ofthis clause, including this paragraph (5), in all: subcontracts and other contractual instruments. 15. DOMESTIC PREFERENCE FOR PROCUREMENTS Asappropriate, andt 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 the initial melting stage through the application of coatings, occurred in the United States. Manufactured 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 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 ofthe United States. 8 V11,062024 17.DHS SEAL, LOGO, AND FLAGS Provider shall not use the DHS seal(s), logos, crests, or reproductions off flags orl 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 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 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. Ifi it is later determined that Provider did not comply with 2 C.F.R. pt. 180, subpart C and 12C.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. .INDEMNIFICATION Provider shall defend, indemnify and hold harmless the Activating Entity, its officers, offiçials, agents and employees from and against all actions, liability, claims, suits, damages, costs or expenses ofany kind which may be brought or made against the Activating Entity or which the Activating Entity must pay: andi incur arising out ofc or 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 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 VII.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: a 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 or liabilities tot the non-federal entity, Provider, or any other party pertaining to any matterre resulting 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)0)-(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,if 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 alicensed insurance agent inl North Carolina withar rating ofA-VII or betterb by A.M. Bestverifying the existence of any insurance coverage required by the Activating Entity. The Certificate will provide for thirty (30) days' advance notice in 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 oft 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 VIL.062024 Provider agrees to furnish the Activating Entity proof of compliance with said Act or adequate medical/ accident insurance coverage upon request. 25. REMEDIES (I) 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 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 Providerand, should the Activating Entity's cost ofc 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 I0 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 equitableremedies: to which itis 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 ofa any 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. 1I 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 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 raçe, 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 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 ac 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 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 ofthe 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 of the (8) Provider will include the portion oft the sentence immediately preceding paragraph (I) and the 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 ofl 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 ofs such 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 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 contraçts 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 appliçant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all oft 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 assurançe of future compliance has been received from such applicant; and refer the of 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 (I)Provider. Ifapplicable, Provider shall comply with 181 U.S.C.S8 874, 40U.S.C. $3145, and the requirements of29C.F.R. Part 3 as may be applicable, which are incorporated (2). Subcontracts. 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 oft 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.S5.12. 30. COMPLIANCE WITH THE DAVIS-BACON ACT (AS AMENDED) (1)I Ifa applicable, all transactions regarding this Agreement shall be done in compliançe with the Davis-Bacon Act (40 U.S.C. $8 3141-3144 and 3146-3148) and the quremensor29CFR. Part 5, as may be applicable. Provider shall comply with 40 U.S.C. SS 3141-3144 and 3146-3148 and the requirements of 29 C.F.R. Part 5, as applicable. 14 VI.062024 (2) Providers are required to pay wages to laborers and mechanics at a rate not less than the prevailing wagess specified in a wage determination made by the Secretary ofLabor. (3) Additionally, Providers are required toj pay wages not less than onçe 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 in part with federal assistance provided by FEMA. 32. FEDERAL WATER POLLUTION CONTROLACT (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, 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. 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 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 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 for unpaid wages; liquidated damages. In the event ofany violation oft the clause set forth in 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 District ofColumbia ora territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) 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 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)ofthis section. (4)Subcontracts. 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 in paragraphs (I) through (4) ofthis section. Further Compliance with the Contract Work Hours and Safety Standards Act, as (1)E Provider or subcontractor shall maintain payrolls and basic payroll reçords 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 ofeach 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 it is exempt by law, it 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 ofcompliance 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 conçerning 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 an appropriate legend identifying the information as' "Confidential." Confidential Information that is 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 of Confidential Information do not apply toi information that is: (I) in the public domain through no fault of the Recipient; (2) within the legitimate possession of the Recipient, with no confidentiality obligations to (3) lawfully received from a third party having rights int 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 ofsuch 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 of the Activating Entity and may be used by the Activating Entity on other projects without additional compensation to Provider. 37.NO ASSIGNMENT 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 the 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 reçognize any assignment in violation oft this provision. 38. GOVERNING LAW AND VENUE This Agreement shall be governed by appliçable federal law and by the laws of the State ofNorth Carolina without regard for its choice ofl law provisions. All actions relating in any way tot this Agreement shall be brought in the General Court ofJ Justice of 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 a dispute arise as 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 of any suit or action. 40. GOVERNMENTAL IMMUNITY The Activating Entity, to the extent applicable, does not waive its governmental immunity by entering into this Agreement and fully retains all 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 of any of the provisions oft this Agreement shall in no way affect the Activating Entity' s 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 ofany 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 ofthe terms or provisions hereof. 4.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 oft the Agreement sO long as the material purposes oft this Agreement can be determined and effectuated. Ifap provision ofthis Agreement is held tol 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 itenforceable 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) Delivery of Notices. Any notice, consent or other communication required or contemplated by this Agreement shall be in writing, and shall be delivered inj 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 overnight courier. 19 VI1.062024 (3) Notice. Address. Communications that relate to any breach, default, termination, delay inj performance, prevention of performance, modification, extension, amendment or waiver of any provision of this Agreement shall be sent to: i.E Fort the Activating Entity: To the address shown on the signature page attached hereto for the respective Activating Entity I1. For the Provider: CTC Disaster Response Inc. 4011SW 29th Street #130 Topeka, KS 66614 CTC Disaster Response Inc. clo Corporation Service Company 2626 Glenwood Avenue, Suite 500 Raleigh, NÇ 27608 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 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 ofCommissioners [SEAL] CTCDISASTER RESPONSE 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 of Fiscal Operations Brunswick County, North Carolina APPROVED ASTO FORM Bryan W. Batton, County Attorney / Ryan S. King. Assistant County Attorney 21 VIL062024 Town of Bolivia P.O. Box 93 Bolivia, NC: 28422 Town of Bolivia Date CTC Disaster Response 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 V11.062024 Town ofCarolina Shores 200 Persimmon Road Carolina Shores, NC 28467 Town ofCarolina Shores Date CTC Disaster Response 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 VI1.062024 Town of Caswell Beach 1100 Caswell Beach Road Caswell Beach, NC: 28465 Town of Caswell Beach Date CTC Disaster Response 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 VI1.062024 Town of Holden Beach 1IO Rothschild Holden Beach, NC: 28452 Town ofHolden Beach Date CTC Disaster Response 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 VIL.062024 Town of Navassa 334 Main Street Navassa, NC 28451 Town ofNavassa Date CTC Disaster Response 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 V11.062024 Town of Northwest P.O. Box 1509 Leland, NC 28451 Town ofNorthwest Date CTC Disaster Response 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 VI1.062024 Town ofOak Island 4601 E. Oak Island Drive Oak Island, NC 28465 Town ofOak Island Date CTC Disaster Response 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 of Ocean Isle Beach 3 West Third Street Ocean Isle Beach, NC 28469 Town ofOcean Isle Beach Date CTC Disaster Response 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 ofSandy Creek Date CTC Disaster Response 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 V11.062024 Town of Shallotte P.O. Box 2287 Shallotte, NC: 28459 Town of Shallotte Date CTC Disaster Response 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 V1L062024 Town ofSt.James 4140A Southport-Supply Road St. James, NC28461 Town ofSt.. James Date CTC Disaster Response 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 V11.062024 Town of Sunset Beach 700 Sunset Boulevard North Sunset Beach, NC 28468 Town of Sunset Beach Date CTC Disaster Response 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 V11.062024 Town of Varmantown 100 Varmantown Road Supply, NC 28462 Town ofVarmantown Date CTC Disaster Response 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 AttachmentI- Fee Schedule DEBRISI REMOVAL, PROCESSING, AND DISPOSAL Schedule 1- Unit Rates Schedule ROW Debris Item # Description Faull Distance Unit of Unit 0-1 IOMiles PERCY 6.80 10.1-2 20 Miles PERCY 6095 30.1- 40N Miles PERCY 795 0-25Miles PERCY 790 75. 1-1 100 Miles PERCY 9.95 20. 1-30Miles PERCY 7.36 30.1-40Miles PERCY 8.10 Unit of Price Measure Unit Price Measure Eligible ROW Vegetative Debris Removal 1 (Collect & Haul)- Work consists ofr removal toan approved TDMS. and transport of vegetative debris ont thel ROW 20. I-30Miles PERCY 7.15 Eligible ROW Vegetative Debris Removal 2 (Collect & Haul)- Work consists oft removal to an approved final disposal facility. PERTON 75 PERTON 95 25.1-5 50Miles PERCY 9.25 PERI TON 80 and transport of vegetative debris on the ROW 50. I-75Miles PERCY 895 PERTON 85 Eligible ROW C&DI Debris Removal (Collect & 0-10Miles ofC&D debris on the ROWt to an approved Eligible ROW Vegetative Debris Removal 4 (Collect & Haul)- Work consists ofremoval approved finald disposal facility. TDMS Management and Operations PERCY 6.95 3 Haul). Work consists of removal andt transport 10. I-20Miles PERCY 7.10 TDMS. 0-25Miles PERCY 8.05 PERTON 80 25.1-50Miles PERCY 9020 PERTON 82 75.1- 100 Miles PERCY 995 PERTON 99 and transport of C&DO debris ont the ROW to an 50.1-75Miles PERCY 8.95 PERTON 89 TDMS Management and Reduction N/A PERCY Reduction' Through Grinding Work consists of management: andoperationo of1 TDMS for 6 acceptance. management. segregation, staging and reduction ofdisaster related debris through 3.60 NIA PERCY grinding. Reduction Thruugh Air Curtain Incineration- Work consists oft management and operation of 7 TDMS for acceptance, management, segregation, staging and reduction ofd disaster related debris througha air curtaini incineration, N/A PERCY 2,90 RFP. -Muli-lurisdretionat Disaster Debris Management PAGE59 8 C&D debris reduction by compaction. 9 Remediation of TDMS. N/A N/A PERCY 1.70 IS N/A NIA PERTON 40 PERTON 43 PERTON 47 PERTON 53 PERTON 59 PERTON 67 PERTON 79 AtCost AtCost 0-10Miles PERCY 4.00 10.1-20 Miles PERCY 4.35 20.1-30N Miles PERCY 4,75 40.1 -60N Miles PERCY 5.95 60.1-8 80! Miles PERCY 695 80.1- 1001 Miles PERCY 75 Haul-Out of Reduced Debris toal Designaled and transportation ofr reduced debris from TDMS toa approved final disposal facility. IO Final Disposal Sitc. Work consists of loading 30.1 -40) Miles PERCY 5,25 Tree Work 1 Removal of Eligible Hazardous' Trees- Work consists ofremoving hazardous trees. lla Less than 6i inch diameter 11b 6inch- - 12.99 inch diameter llc 13i inch- 23.99 inch diameter ild 24 inch- 35.99 inch diameter Ilc 36i inch to 47.99 inch diameter I1f 48i inch orl larger diameler N/A NIA NIA NIA NIA NIA NA PER TREE 001 PER" TREE 65 PER TREE 145' PER" TREE 255 PER TREE 355 PER TREE 385 PERTREE Removal of Eligible Hazardous Limbs- Work 12 consists ofi removing (cutting) hazardous limbs firom trees per pricc per tree. 90 Removal ofl Hazardous Stumps- Work consists 13 oft thc removing hazardouss stumps, backfill, transport and final disposal all inclusive price. 13a 24-36.99i inch diameter 13b 37- -48.99 inch diameter 13c 49i inch and larger diameter PER STUMP PER STUMP 135 STUMP PER aa5 STUMP PER 275 PERCY NA N/A N/A N/A Demolition Fligihle Demolition, Removal and" Transport of 0-25Miles NamRACHSmmw-Nal cousisis of all labor, equipment, fuel and misecllamoug.cosis 25.1-50Miles PERCY 14 necessary to demolish structures onj public or privale property and transportation to an approved final disposal site. Resulting Debris to bel hauled at ROW: rates. PERI TON PERTON PERTON PER-TON 50.1-75hites PER-eY 75.1- 1001 Miles PERCY RFP-Mausi-Jwuisicionil Disastcr Debris Managcment PAGE60 igm-bamiim.fFemoal and' Transport of 0-25 Miles PERCY PERTON PERTON PERTON PERTON RACM Structures- Wakmshafallabur. equipment, fuel and miscellancous cosIs 15 necessary to demolish struclures on publicor private property and transportaliortoan approved finaldieposar. Resulting debrist tob be hauledaROW rates. Eligible Water Based Vegetative Debris Removal Work consists ofalll labor, equipment, fuel andi miscellaneous costs for an Activating Entity provided access points and hauled to an approved" TDMS. Milcage is measured from access point to TDMS. Eligible Water or Beach Based Vegctative Debris Removal- Work consisis of all labor, equipment, fuel and miscellaneous cosls for 17 water or beach-based debris at an Activating approved disposal facilily. Mileagei is measured from access pointt to linal disposal Eligible Water or Beach Based C&DI Debris Removal. Work consists ofall labor, equipment, fuel, and miscellaneous costs for water orb beach-based debris at an Activating approved TDMS. Mileagei is measured from access point to TDMS. Eligible Water or Beach Based C&D Debris Removal Work consists ofa all labor, equipment, fuel, and miscellaneous costs for 19 orb beach-based water approved final dispusal facilily. Mileage is measured from access point tof final disposal facility. 25:+--50-Milcs -PERCY 50.1-75Miles PERCY 75.1- 100Miles PERCY Waterway and Beach Debris 0-5Miles PERCY 28.00 5.1-10Miles PERCY 28-50 20.L-30Miles PERCY 29.50 30.1-40Miles PERCY 30.(0 16 removal, staging, loading and transportation of 10.1-20N Miles PERCY 29.00 0-25 Miles PERCY 3DA5 PERTON 310 removal, staging, loading and transportation of 25.1-50Miles PERCY 34.95 PERTON 350 Entity Provided access points and hauled to an 50.1-75Miles PERCY 36.95 PERTON final facility. 37) 400 75.1- 100 Miles PERCY 39.95' PERTON 5.1-1 101 Miles PERCY 31.45 0-5Miles PERCY 30.5 18 removal, staging, loading and transportation of 10.1-20Miles PERCY 31.95 Entity Provided access points and hauledt to an 20.1- -30Miles PERCY 32.45 30.1-40Miles PERCY 33.45' 0-25Miles PERCY 34 PERTON 340 PERTON PERTON PERTON removal, staging, loading and transportation of 25.1- 50Miles PERCY 39 Fntity provided access points andl hauled to an 50.1-75Miles PERCY 380 440 490 dcbris at an Activating 44/ 49 PERCY 144 75.1- 1001 Miles PERCY Silt and Sand Removal 0-5Miles 10.1-20Miles PERCY 20.1-3 30Miles PERCY 14,75 30.1- 40Miles PERCY 14.45 0-5 Miles 5.1-1 ION Miles PERCY 20.1- 30N Miles PERCY 30.1 -40Miles PERCY 34.45 Eligible Sand and Silt Removal from Detention 1 5.1-1 10. Miles PERCY 14,16 20 Retention Structures Work consists of the removal and disposal of cligible sand, silt and debris firom detenlion/ /retention: struclures. Eligible Sand Removal Work consists of the removal of eligible sand removal from ROW or scrcening sand and stockpiling sand al processing site 14,25 PERCY 34 34.16 34.75 21 public property, hauling toa a processing: screen, 10.1-2 20 Miles PERCY 34.15 a or hauling toa designated area. RIP-Muli-lwisalitionil Disaster Debris Managoment PAGE61 0-5Miles PERCY Private Fligihle 34 34,/0 34.75 5,00 Property Sand Removal Work 5.1-10Miles PERCY consists ofther removal ofe eligible sand removal processing site or hauling toad designated area. 22 from privatey property, hauling toap processing 10.1-20Miles PERCY 3435 screen, screening sand and stockpilings sand at 20.1- -30Miles PERCY 30.1-40 Miles PERCY 34,95 Specialtyl Debris 0-25Miles 25.1-50Miles 75.1-1 1001 Miles PER 100.1+Milcs 0-25Miles PER POUND PER POUND 5.35 PER POUND 5.75 POUND 5.95 PER POUND 5.75 PER POUND 5.00 PER POUND 5.25 PER POUND 5.50 POUND PER POUND PER POUND 3.a5 PER POUND 3.50 POUND PERUNIT 40 POUND PER PER POUND PER POUND PER POUND Eligible Household Hazardous Waste Removal, 23 Transportation: and Disposal Work consists of 50.1-75 Miles the removal, transportation and disposal of eligiblel household: hazardous waste (HHW). Eligible White Goods Removal and Recycling- 25.1-50Miles miscellaneous costs for removal, transportation 50.1-75Miles 24 Work consists ofalll labor, equipment, fuel and and disposal/recycling of white goods. 75.1-1 100 Miles PER 5.95 0-25Miles 50.1-751 Miles 75.1-1 IOON Miles PER N/A 0-251 Milcs 25.1-50Miles POUND PER 50.1- 75 Miles POUND 5.50 75.1-1 100 Miles PER 5.95 3.0 Eligible Scrap Tires Removal and Recycling- 25.1-50Miles 25 Work consists ofalll labor, cquipment, fucl and miscellaneous costs for removal and transportation ofs scrap tires. 26 Refrigerant recovery and decontantinatinn. Eligible Electronic Waste (E-Waste)- Work 27 consists oft the removal, transpiration to approved Disposal/Recycling Facility 3.45 5.02) 5.a5 0-25Miles 3.00 3.40) Eligible Dead. Animal Carcasses- Work consists 25.1-50Milcs POUND PER 28 oft the recovery and disposal ofc dead animal carcasses. NOTES: 50.1-75Miles POUND 4.00 75.1- -100Miles PER 4.95 . The contractor will pay a tipping fec at final disposai site(s) and back charge the Activating Entity at cost. 2. Alls stumps placed on the right of way by citizens will be converted to cubicy yards using thel FEMA 325 Guidelines, [lazardous Stump Policy: and charged as regular dcbris under itcms I 7. 3. Ifawarded the contract, contractor agrees to respond regardless of debris volumes or number of Activating Entities. RFP Multi-Jurisdictional Disaster Debris Management PAGE62 FORM OF PROPOSAL Attachment II-E Fee Schedule EQUIPMENT RATES Equipment Description Unit Hour 795 Hour 745 Hour IIour 735 Hour Hour 15 Hour Hour 46 Hlour IIour 40 Ilour IIour 150 Hour Ilour Io Hour Ilour 145 Ilour IIour 3o Hour Hour 740 IIour Hour 75 Hour IIour 5/50 Hour Hour 300 Iour IIour 195 Hour IIour 76) IIour Hour 125 IIour Hour 225 Hour Hour MS Hour Hour 125 Hour Unit Price JDS 544 Wheel Loader with debris grapple JD6 644 Wheel Loader with debris grapple Extendaboom Forklift with debris grapple 753 Bobcat Skid Steer Loader with debris grapple 753 Bobcat Skid Steer Loader with bucket 753 Bobcat Skid Stcer Loader with street Sweeper 30-50 IIP Farm' Tractor with box blade or rake 2-2 % Cu.Yd. Articulated Loader with bucket 3-4 Cu.Yd.. Artiçulated Loader with bucket D 648E Log Skidder or equivalent CAT D4 Dozer CATI D6 Dozer CAT D8 Dozer CAT 125 - 1401 IIP Motor Grader D 690 Trackhoe with debris grapplc JD 690 Trackhoe with bucket & thumb Rubber Tired Trackhoe with debris grapple JD3101 Rubber Tired Backhoe with bucket and hoe Rubber Tired Excavator with debris grapple 2101 Prentiss Knuckleboom with debris grapplc Self-Loader Scraper Cat 623 or equivalent and Fed Debris Chipper 300 - 400Tub Grinder 800. - 1,000 IIP Diamond Z1 Tub Grinder 30 Ton Crane 50 Ton Crane 100 Ton Crane (81 hour minimum) 40-60' Bucket Truck Servicc Truck Water Truck Portable Light Plant Equipment Transports Pickup" Truck, Unmanned Singlc Axlc Dump Truck, 5-1 12Cu.Yd. Tandem Dump Truck, 16-20Cu.Yd. Trailer Dump, 24- 40Cu.Yd. Trailer Dump Truck, 61 -80Cu.Yd. Powcr Scrccn 90 I0o 75 74D 145 153 1415 /35 i35 1co 360 242 4Is 75 25 25 105 120 76 PAGE63 Self-loading Dump Truck with Knucklcboom and debris grapple RFP-Miati-lwrizditiomatl Disaster Debris Management Stacking Conveyor Off Road Trucks Hour Hour 760 25 LABOR. AND MATERIALRATES Personnel Description Unit Hour 85 Hour 65 Hour 65 Hour 60 Hour 60 Hour 70 Ilour 55 Hour 50 Hour 45 Hour 40 Hour 35 Hour 70 Hour 140 Hour Unit CY 20 Unit Price Opcrations Managcr Superintendent with truck, phonc & radio Foreman with truck, phone & radio Inspector with vehicle, phone & radio Climber with gear Saw Hand with chainsaw Laborers & Flagmen Public Assistance Manager Documentation Clerk Timekeeper HazMal Professional Household HazMat Inspection & Removal Crew Generators from 10 KWto3 300KW Safety/Quality Control Inspector with vehicle, phone & radio ATIAGHED Materials Description Unit Price Fill Dirt for Stump Holes Purchased, Placed, and Shaped Notes: 1. The equipment, labor and material rates shown above are for tasks requested by the Activating Entity, which are not covercd in the rates (per cubicy yard) for normal debris removal and reduction. 3. The listed equipment should cover all possible equipment needs following disaster, please include al list of any additional quipment/personne. that is available, but noti included in thc above. Include a list of emergency resources and pricing as referenced in Part II-E Emergency Resources 5. There will bc no adjustment in cost due to labor rates or transportation costs, except as provided by the Consumer Price Index (CPI) adjustment. In subsequent terms, an annual price change based on the Bureau of Labor Statistics, Consumer Price Index escalation shall bc considcred on cach anniversary of the term of the awarded contract. Price modification shall be based on the change in CPI-U for All Items in March of 2025 and each subsequent calendar year. Contractors shall provide a proposed price schedulc for all 2, Pricing includes operator, fuel, and maintenance. of the RFP. requested items thirty (30) days prior to the renewal date. RFP Multi-lurisdictionall Disaster Debris Management PAGE64 CTC Disaster Response, Inc. Ancillary Pricing Base Camps- Travelis allinclusive including transportation, personnel, expandable commodities, tood, etc.; waterd disposal Equipment Customer is responsible for any/all fuel, personnel and transportation costs associated with project. not included, additiona service fee. 3days constitutes a week ofr Equipment; 7 days constitutes a week for Personnel. Schedule A- Generators Description 20KW Generator 25KW Generator 30KW Generator 35KW Generator 36KW Generator 40KW Generator 45KW Generator 48KW Generator 50KW Generator 56KW Generator 60KW Generator 70KW Generator 75KW Generator 80KW Generator 90KW Generator 100KW Generator 125KW Generator 150KW Generator 174KW Generator 175KW Generator 176KW Generator 180KW Generator 200KW Generator 225KW Generator 240KW Generator 250KW Generator 300KW Generator 320KW Generator 350KW Generator 400KW Generator 450KW Generator 480KW Generator 500KW Generator 550KW Generator 575KW Generator 600KW Generator 640KW Generator 675KW Generator 728KW Generator 750KW Generator 800KW Generator 850KW Generator 1000KW Generator Weekly Rates $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,300.00 1,300.00 1,400.00 1,550.00 1,550.00 1,850.00 1,850.00 1,850.00 1,850.00 1,850.00 1,900.00 2,300.00 2,300.00 2,500.00 2,550.00 2,600.00 3,200.00 3,200.00 3,350.00 3,350.00 3,350.00 3,525.00 3,500.00 4,150.00 4,150.00 4,150.00 4,275.00 4,275.00 4,875.00 6,000.00 6,000.00 6,550.00 6,550.00 7,050.00 7,325.00 8,400.00 8,400.00 8,600.00 8,600.00 8,600.00 9,400.00 10,800.00 10,800.00 1200KW Generator 1250KW Generator 1400KW Generator 1500KW Generator 1600KW Generator 1750KW Generator 2000KW Generator 45 kVA Transformer 75 kVA Transformer 100 KVA Transformer 150 KVA Transformer 225 KVA Transformer 300 KVA Transformer 400 KVA Transformer 500 KVA Transformer 750 KVA Transformer 1000 KVA Transformer 1500 KVATransformer 2000 KVA Transformer 600 Amp Line Panel 800 Amp Line Panel 1200 Amp Line Panel 400 Watt Generated Light Plant Power Distribution Box (Spider Boxes) Spider Boxes (400) Spider Boxes (800) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 15,100.00 15,100.00 16,500.00 17,200.00 17,600.00 18,900.00 20,100.00 365.00 490.00 740.00 740.00 985.00 1,800.00 2,400.00 2,400.00 2,775.00 3,250.00 4,300.00 5,100.00 850.00 1,125.00 1,700.00 580.00 560.00 870.00 1,125.00 725.00 67.00 34.00 3.00 Power Distribution Box (Spider Box) with. 50ft Cable Pigtails 4/0 Male & Female Camlock Connectors Power Cord 50' (Extension Cord) Generator Cable Price Per Foot