DISASTER RECOVERY AND PROJECT MANAGEMENT AGREEMENT This Disaster Recovery and Project Management Agreement (this ?Agreement?), dated and effective December 12, 2016, is between the" West Virginia Development O?iee, a dit?risi?on 0f the West Virginia Deparnnent of Cameras and HORNE LLP. 3 limited liability paroletship authorized to do business in the state of West Virginia (?Home?) (sometimes, collectively, the ?Parties?; RECITALS in 20! 6, the federai government appropriated eertain disaster recovery and assistance funds to the State of West Virginia; WHEREAS, the United States Department of Housing and Urban Development Conununity Development Block Grant Disaster Relief Program is distributing a portion of the. appropriated ?mds to the state of West Virginia in response. to historic ?ooding that occurred in June of 2016 (the ?Disaster Project?); WHEREAS, the WVDO is the agency responsible for administering the CDBG-DR program on behalfof the state of West Virginia; WHEREAS. Home is a national accounting and consulting ?rm quali?ed and experienced in facilitating project management services under WEREAS, the WVDO desires to engage Home to provide project management services to support the development and implementation of its. CDBG-DR program and Home desires to providesuch services to the WVDO, all in accordance with the terms and conditions of this Agreement. NOW. THEREFORE. in consideration of the mutual promises and compensation described in this Agreement. the WVDO and Home agree as follows: 1. Engagement to Provide Project Management Services. The WVDO shall engage Home to assist the WVDO manage the Disaster Project and Home shall provide the services described in this Agreement to assist the WVDO manage the Disaster Project. 2. Term. This Agreement begins on December 12, 2016, and ends on December 12, 2017, unless otherwise sooner terminated in accordance with paragraph 7 of this Agreement. The Parties may extend the term of this Agreement by executing a written runendrnent in accordance with Paragraph 12 of this Agreement. .- 3. WVDO Responsibilities. Compliance. The WVDO shall administer the use of ?mds and ensure dist Home complies with applicable state and federal laws, regulations, and/or guidelines governing the Dimmer Project. The WVDO may refer any matter concerning potential violations of such laws, regulations, and/or guidelines to the proper authority having jurisdicti'tm. Compensation. The WVDO shall compensate Home in accordance with the compensation provisions contained in the Task Order One Agreement and Task Order Agreement (the ?Task Orders?). Copies of the Task Orders are attached to this Agreement as Exhibit 1 and Exhibit 2 and incorporated into this Agreement by this reference. Additional Task Orders with corresponding compensation provisions may be developed and incorporated as necessary. 7 Deductions and Withholdings. The WVDO may deduct amounts or Withheld payments, in whole er in port, from any invoice Home submits to the mo under this Agreement ifl-lome?fails to comply with this Agreement. if the WVDO deducts or'withholds such payments, the WVDO shall provide Home with a written doetnnent explaining why the deducted or withheld any paganent and setting forth a procedure and deadline to remedy the de?ciency giving rise to the deducted or withheld payment. if Home fails to Satisfactorily remedy the de?ciency as requested], the WVDO may pennanently withhold the deducted or Withheld payment. 4. Horne Responsibilities. 8. Eligibility. Home andlor its employees, representatives, agents, subgrantees, or assigns shall remain eligible and quali?ed to support the Disaster Project. Registrations and Certi?cations. Horne shall ensure that it has achieved and maintains the following registrations or certi?cations: i. All necessary registrations and licenses to do business in the State of West Virginia. ii. Date Universal Numbering System number. Home shall provide WVDO with its DUNS number before payment for services can be issued. System for Award Management (SAM). iv. Federal Award Identi?cation Number (?raw-y Horne shall incorporate its FAIN into all subcontracts under this Agreement. c. Technical Assistance. Home shall provide technical assistance to the WVDO related to CDBG-DR and traditional programs managed and/or contemplated by the WVDO, . Implementation Assistance. Home shall provide program implementation assistance to the WVDO as deemed necessary by the WVDO in accordance with the Task Order. The Parties may deveIOp and incorporate additional Task Orders as necessary. . Applicable State and Federal Regulations. Homesbell comply with all applicable federal. state, or local rules, regulations, Or policies relating to and CDBG program services This includes without limitation applicable Federal Registers: CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200); Community DeVeIOprnent Act of 1974; 24 CFR Part 570 Community Development Block Grant dollars; applicable ?Initiates; Fair Housing Aet, 24 CFR Part 35, 24 CFR Part 58, 24 CFR Part 135; National Historic Preservation Act, 36 CFR Part 800, Executive Order 11593; and any other applicable state laws or regulations, including the requirements related to nondiscrimination, labor standards and the environment; and Action Plan antendments and HUD's guidance on the funds. . Inconsistencies. Home shall refer any inconsistency or perceived inconsistency between applicable state and federal regulations and the terms and conditions of this Agreement to the WVDO for guidance. . Performance Benchmarks. Home shall meet or exceed the benchmarks described in the Task Order and any amendments or modi?cations thereto. Failure to meet those benchmarks without an alternative plan approved by the WVDO could result in corrective remedies to comply with applicable federal regulations. h. Personal Identi?able Information. i. Home shall safeguard the con?dentiality of all Personal Identi?able information associated with or generated under this Agreement. For purposes of this Agreement, PII includes without limitation, names, credit card numbers, social security numbers, biometric data, bank account . . . numbers, passport numbers, computer passwords. or any other health, ?nancial or employment, information. ii. Home shall not appropriate for its own use or disclose any PH except to those persons directly concerned with the PH and only to the extent necessary to comply with this Agreement, muses such disclosure is required by law. Horne may not store Pl! on computers, mobile devices. cellular telephones andlor personal digital assistants, servers andlor ?storage devices, including removable media, unless required for the pcrfonnance of services under this Agreement. If Home does store any PII as described in this section, Home shall delete and pennanently erase the PH when storage is no longer required to satisfy the terms and conditions of this Agreement. 5. FOIA. Home acknowledges that WVDO is subject to the icons of the West Virginia Freedom of Information Act as may be amended from time to time, and nothing contained within this Agreement is intended to limit WVDO's ability to disclose public records for which a reasonable claim of exemption can be made, including, but not limited to, trade secrets that are exempt from public disclOSurc by the State ofWest Virginia pursuant to West Virginia Code ?293-l-l, ct seq. Moreover, Home shall be immediately noti?ed, to the extent permissible, of. third party access to its proprietary information. 6. Federal Provisions. Home shall comply with the following federal laws, as applicable: 8. Equal Employment Upper-main: - 5.0. 1246, "Equal Employment Opportunity," as amended by 8.0. 11375, ?Amending EriecutiVe Order 11246 Relating to Equal Employment Opportunity,? and as supplemented by regulations at 41 CFR part 60, ?Of?ce. of Federal Agreement Complimce Programs, Equal Employment Opportunity, Department of Labor.? Davis-Bacon Act, as amended by 40 U.S.C. SIM-3148, as supplemented by Department of Labor regulations 29 CFR Part 5, ?Labor Standards Provisions Applicable to Agreements Covering Federally Financed and Assisted Construction". Copeland "Anti-Kickback Aer - 4O U.S.C. 3145, as supplemented by Departrnent of Labor regulations (29 CFR Part. 3, ?Contractors and Subgr'antees on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States?. d. Agreement Work Hours and Safety Standards Act 40 3701-3708 and as supplemented by Department of Labor regulations 29 CFR Part 5. Clean Air Act 42 U.S.C. 7401-7671011. and the Federal Water Pollution Control Act 33 [13.0. 1251-1387, as amended. f. Debut-men: andSuspensr?tm (Executive Orders 12549 and 12689). Agreement (see 2 CFR 180. 220. c) may net be made to parties listed on the govemment-wide exclusions tn the System for AWard Management an accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp? 189) and 12689 (3 CFR part 1989 Camp,? p. 235), ?Debarment and Suspension.? SAM Exclusions contains the names ofparties deba?rred suspended. or otherwise excluded by agencies, as well as parties claimed ineligible under statutory or regulatory authority other than Essentials Order 12549. g. 31 1352. h. Solid Waste Disposal Act, Section 6002, as amended by the Resource Conservation and RocoVery Act. 7. Suspension and Termination. a. Suspension. 11' Home fails to comply With the terms, conditions or Standards of this Agreement, the WVDO may, on reasonable notice to Home, suspend this Agreement, and withhold ?rrther paments, or prohibit Home from incurring additional obligations of funds under this Agreement, pending corrective action by Home or a decision to terminate in accordance with this section as de?ned below. The WVDO shall allow all necessary and proper costs that Home could not reasonably avoid during the period of suspension if they are consistent with applicable tours or regulations. b. Termination. r. lamination for (233.1116: WVDO may terminate this Agreeman in whole or in part. at any time before the date of completion, whenever it is determined that Home has failed to comply With any term of this Agreement, whether stated in a Federal statute, or regulation, an assurance, an application, a notice of award or elsewhere. The WVDO shall notify Home in writing of the determination and the reasons for the tennination, together with the . e?'cctive date. Payments made to Home shall be in accord with the legal rights and liabilities of the parties. ii. i'ocovi'. l. The Parties may tenninatc this Agreement in whole. or in part, if the Parties determine that continuation of the Disaster Project would not produce bene?cial "results commensurate with the further expenditure of funds. If so decided. Home may not incur new obligations after the e??ective tennination date, and shall cancel as many outstanding obligations as possible. The WVDO shall allow ?sll credit to Home for the federal share of the non-ea?ncelahle obligations, properly incurred by Home prior to termination. 2. Home may tenninate this Agreement upon written notice to the WVDO, setting forth the reasons for such termination and the portion to be terminated. in such event, Home shall comply with the provisions of this Paragraph 7. 3. The WVDO may terminate this Agreement upon thirty (30) days written notice to Home. The WVDO shall pay Home for services rendered prior to the effective date of termination. . Applicable Regulations. The Parties shall observe 2 CFR 200.339 ?Termination" and 2 CFR 200.342 ?Effects of Suspension and Tennination". . Right to Seek Relief. The WVDO reserves all remedies of law and equity. including without limitation. the right to seek all appropriate relief upon the ?ling of a voluntary or involuntary petition for Home?s reorganization or liquidation under any bankruptcy or insolvency laws providing for the relief for debtors. . Transitional Assistance. If Home terminates or suspends this Agreement, the WVDO may require Heme to ensure that adequate arrangements have been made for the transfer of delegated activities to another contractor, quali?ed entity. or to the WVDO. . Disposition of Property. lf termination occurs, all property and finished or un?nished documents, data, and studies prepared by Home under this Agreement shall be disposed of per HUD directives and the WVDO and the Home may . entitled to compensation for any non-reimbursed, reasonable, and necessary expenses incurred in satisfactory performance of the Agreement. 3. Continuing Liability. Home shall assume continued liability to the. WVDO for any damages sustained by the WVDO due to any breach of this Agreement that Home fails to remedy or cure. The WVDO may withhold payments under this Agreement to ofiset damages incurred by the WVDO under this Agreement. h. Conditions Endangering Performance. The WVDO shall provide Home with Written notice ofany conditibn endangering performance and a reasonable timc?ame to remedy or cure the condition. If Home fails to ren're'dy or cure the condition contained in the notice within the time?'ame set forth in the notice, the WVDO may issue an order terminating this Agreement. The WVDO shall be obligated only for services rendered and accepted before the date of the notice of termination. 8. Limitations and'Rights of Third Parties. a. Rights. Nothing contained in this Agreement shall impair the rights of WVDO. Access and Manitoring. WVDO, HUD, the Comptroller General of the United States. and any other federal regulatory agency with oversight on the funds or any of their duly authorized representatives shall have the right to the following: i. Access to any books, documents, papers and records of the Home which are directly pertinent to this mei?c Agreement for making audit, examination, excerpts, and transcriptions. ii. inspect and monitbr work performed by the Home under this Agreement. This inspection and monitoring could result in the requirement to ?x de?ciencies if Home does not satisfy applicable regulations and standards. 9. Subcontracts. a. General: Home shall ensure all subcontracts follow 2 CFR 200 as well as any applicable HUD rules and regulations. All subcontracts shall contain the applicable provisions described in Appendix II to Part 200 - ?Agreement Provisions for non- Federal Entity Agreements Under Federal Awards? as well as applicable provisions set forth in 2 CFR 200.101. The WVDO shall review as part of the compliance monitoring and oversight process performed by WVDO or upon request. b. Speci?c Requirements: All subcontracts shall contain provisions speci?dng: i. That the work perfonned by the subgramec be in accordance with the applicable terms of this Agreement bcMeen the WVDO and Home; ii. That nothing contained in such subcontract agreement shall impair the rights of the That nothing contained herein, or under this Agreement will create any contractual relation between the subgrantcc end the iv. That the subgrantee speci?cally agrees to be bound by the con?dentiality provision regarding Personal Identi?able Information set forth in this Agreement; v. That Horne will be responsible for ensuring all subcontract work is performed consistent with federal and state regulations and/or policies to be eligible for reimbursement of the approved work; and vi. All Federal ?ow down provisions are included in the subcontract agreement per Federal guidelines. c. Monitoring. Home shall diligently monitor all subcontracted services. If Home discovers and areas of noncompliance. Home shall provide the WVDO summarize in written reports supported with documented evidence of corrective action. d. Content. Horne shall cause all the applicable provisions of this Ag'eement to be included in, and made a part of, any subcontract executed in the performance of this Agreement. 10. Indemnity. Horne shall hold hamrless, defend, and indemnify the WVDO, its of?cers and employees, against claims or losses for services rendered by Home, any subgrantee, person, or ?rm performing or supplying services, materials, or supplies under this Agreement, including without limitation: a. Any claim or loss resulting to any person, property, or entity injured or damaged by Home, its of?cers, employees, representatives, or subgrantees by the publication, translation, reproduction, delivery or use of data or information under this Agreement; and . b. Any failure by the Home, its o?icers, employees, representatives, or. subgrantees to observe state and Federal laws. 11. This Agreement and any attachments or exhibits hereto constitute the entire ssre'entent between the parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. There are no warranties, rcpresentations, Covenants or agreements, expressed or implied, between the parties except those expressly set forth in this Agreement. 12. MW. Any amendments or modi?cations of this Agreement shall be in writing and executed by the Parties and delivered in accordance with paragraph 12 of this Agreement. 13. mm. Notices required by this Agreement shall be in writing and delivered via U.S. Mail, return receipt requested, commercial courier, personal delivery, or electronic mail. Any electronic mail notice shall be effective on the date of sending. All other notices shall be e?'ective on the date of receipt. All notices and other written communications under this Agreement shall be directed as follows, unless otherwise modi?ed by subsequent written notice: 8- mm: State Capitol Building 6, Room 533 Charleston, WV 25305 Attn: Russell Terry .39! b. Interns: 1215 19" Street, NW -'l?hird Floor Washington, DC 20036 Attn: Anna Gibson Gib omel .com 14. Failure of a Party to enforce strictly a provision of this Agreement shall not be considered a waiver of any part of such provision. No waiver by a Party of any breach or default by the other Party shall operate as a waiver of any succeeding breach or other default or breach by such other Party. No waiver shall have any effect unless it is Speci?c, irrevocable and in writing. 15. m. If any term of this Agreement is to any extent illegal, Otherwise invalid, or incapable of being enforced. such term shall be excluded to the extent of such invalidity er unenforceebility; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to exptessing the intention cfsneh invalid or unenforceable tenn. IN WITNESS WHEREOF, the WVDO has caused this Agreement to be executed, and Home has caused this Agreement to be executed in its behalf by its duly authorized of?cers. West Virginia Development Of?ce HORNE LLP . my Authori?ed Signature {33144. 5- Neil FEM Name Name (Printed) ?aunt, (hm! Peeing. Title Title gig! Date kl? Die 10 .-..A . Exhibit 1 ask Order One Action Plan - Federal Registers Vol. 81, No. 224 Vol. 82, No. 31 In accordance with the Master Agreement for Services (?Agreement") between the West Virginia Development Of?ce and HORNE- LLP dated December 12 20m, this Task Order describes the Services, Period of Performance, and Compensation provisions for the identi?ed services. The sort/ices are based upon the proposal submitted by HORNE pursuant to the Request for Proposals generated by the WVDO for the completion of the project. Servrces Under the direction of the WVDO, HORNE will prepare and submit a comprehensive Action Plan according to the requirements outlined in the HUD Federal Register Notice describing the needs, strategies, and projected uses of the Disaster Recovery funds. This plan will determine and guide how many additional CDBG-DR funds related to the current disaster would be utilized. HORNE will establish the electronic Action plan in DRGR. HORNE will also provide comprehensive DRGR training and technical assistance to the staff members. Period of Performance HORNE will perform Services beginning the effective date of the Master Agreement and ending upon ?nal acceptance of the identi?ed action plan by HUD. Compensation Upon acceptance of the identi?ed Action Plan by HUD, WVDO shall cempensate HORNE a ?xed, ?at fee of Two Hundred and Twenty-Five Thousand Dollars ($225,000) for Services rendered pursuant to this Task Order. invoices will be submitted in accordance with the procedures developed by the WVDO for appropriate review and processing of the documentation. The invoices will be submitted electronically to a project lead identi?ed by the WVDO, who will review for accuracy and completeness. Upon approval by the project lead, the invoice will be submitted to the WVDO Fiscal Unit for processing and payment through the West Virginia State Auditor?s Of?ce. Exhibit 2 Task Order Two Traditional CDBG and Program Guidance, Design and Development in accOrdanee with the Master Agreement for Services (?Agreement?) between the West Virginia Development Of?ce and HORNE LLP dated December 12, 2016, this Task Order describes the Services, Period of Performance, and Compensation provisions for the identi?ed Services. The services are based upon the proposal submitted by HORNE pursuant to the Rethest for Preposais generated by the WVDO for the Completion of the project. Services Under the direction of the WVDO, HORNE will provide technical assistance to the WVDO related to the various traditional CD30 and CDBG-DR programs managed andior contemplated by the WVDO. These services include, but are not limited to, the following activities: 0 HORNE will ensure program and grantee adherence to US. Department of Housing and Urban Development (HUD) Regulations and Program Requirements. 0 HORNE will create and provide Program Development and Support. 0 HORNE will create and provide Policy Development and Review. 0 HORNE will develop comprehensive training, communication, monitoring, and reperting plans. 0 HORNE will perform assessment of prospective subrecip?ients as well as develop policies, - precedures and templates necessary to effectively manage the Subrecipients ultimately associated with the, various recovery programs and prepare training material for the subrecipients. HORNE will assess current information system and prcivide recommendations based on those ?ndings. 0 HORNE will perform change control as the program evolves. HORNE will train Agency staff members and other relevant stakeholders. HORNE will provide technical assistance around Section 3, Fair Housing and Minorin and Women Owned Business Enterprise (MWBE) reporting and compliance for C030. 0 HORNE will provide technical assistance to the WVDO regarding CDBG, CDBG-DR, CDBG-NDR, and Public Laws 113-2 114-113 regulatidns and best practices. 0 HORNE will provide technical assistance on waiver requests and policy liaison for HUD funding streams. HORNE will provide technical assistance with planning, managing, and compliance requirements associated with various HUD-administered programs such as Housing Rehabilitation and Reconstruction, Housing Appraisal, Rental, Infrastructure, Economic Development and Small Business. 0 HORNE will provide development Project Worksheet. 0 HORNE will provide development of Tier I Environmental Categorical exclusion parameters. 0 HORNE will provide staff augmentation, as desired by WVDO. Period of Performance HORNE will perform Services beginning the efTective date of the Master Agreement and ending on December 3 2-017. Compensation As full compensation for the identi?ed Services, WVDO shall compensate HORNE a ?xed, ?at fee of Six Hundred and Seventy-Five Thousand Dollars ($675,000) for Services rendered pursuant to this Task Order. This fee will be invoiced pursuant to the following schedule: Date Amount, 2/28/2017 81,000.00 4/30/20] 7 81,000.00 6/30/20] 7 81,000.00 8/31/20] 7 67,500.00 67,500.00. 12/31/2017 54,000.00 2/28/2018 54,000.00 4/30/2018 54,000.00 6/30/20] 8 40,500.00 8/31/2018 40,500,00 10/3]/20] 8 27,000.00 12/31/2018 3 27,000.00 Total 3 675,000.00 invoices will be submitted in accordance with the procedures developed by the WVDO for appropriate review and processing of the documentation. The invoices will be submitted electronically to a project lead identified by the WVDO, who will review for accuracy and completeness. Upon approval by the project lead, the invoice will be submitted to the WVDO Fiscal Unit for processing and payment through the West Virginia State Auditor?s Of?ce. . GENERAL TERMS AND CONDITIONS: 1. CONTRACTUAL AGREEMENT: issuance of a Award Document signed by the Purchasing Division Director. or his designee, and approved as to form by the Attorney General?s of?ce constitutes acceptance of this Contract made by and between the State of West Virginia and the Vendor. Wilder's signature on its bid signi?es Vendor?s agreement to be bound by and accept the terms and conditions contained in this Contract. 2. DEFINITIONS: As used in this the following terms shall have the meanings attributed to them below. Additional de?nitions may be found in the speci?cations included with this Solicitation/Contract. ?Agency? or ?Agencies? means the agency. board. commission, or other entity of the State of West Virginia that is identified on the first page of the Solicitation or any other public entity seeking to procure goods or services under this Contract. 1.2. ?Bid? or ?Proposal? meansthe vendors submitted response to this solicitation. 2.3. ?Contract? means the binding agreement that is entered into between the State and the Vendor to provide the goods or services requested in the Solicitation. 2.4. ?Director? means the Director of the West Virginia Department of Administration, Purchasing Division. 2.5. ?Purchasing Division? means the West Virginia Department of Administration, Purchasing Division. 2.6. ?Award Document? means the document signed by the Agency and the Purchasing Division. and approved as to form by the Attorney General. that identi?es the Vendor as the contract holder. - 2.7. "Solicitation? means the of?cial notice of an opportunity to supply the State with goods or services that is published by the Purchasing Division. 2.8. ?State? means the State of West Virginia and/or any of its agencies, commissions, boards, etc. as content requires. 2.9. ?Vendor? or ?Vendors? means any entity submitting a bid in response to the Solicitation. the entity that has been selected as the lowest reSponsibie bidder. or the entity that has been awarded the Contract as context requires. Revised 01! 18/2017 3. CONTRACT EXTENSION: The term of this Contract shall be determined in accordance with the, category that has been identi?ed as applicable to this Contract below: Term Contract Initial Contract Terra: This Contract becomes effective on new: 12. acre and extends for a period ol? one or year(s). Renewal Term: This Contract may be renewed upon the mutual written consent of the Agency, and the Vendor, with approval of the Purchasing Division and the Andree)! General?s office [Attorney General approval is as to form only). Atty reducer for renewal should be submitted to the Purchasing Division thirty (30) days prior to the expiration date of the initial contract term or appropriate renewal term. A Contract reneival shall be in accordance with the terms and conditions of the original contract Renewal of this Centract is limited to (3) successive one year periods or multiple renewal periods of less than one year, provided that the multiple renewal periods do not etic'eed 36 months' In total. Automatic renewal of this Contract Is prohibited. Notwithstanding the foregoing, Purchasing Division appmval Is not required on agency delegated or exempt purchases. Attbmey General approval may be required for vendor terms and conditions. Delivery Order Limitations: In the event that this contract permits delivery orders, a delivery order may only be issued during the time this Contract is in effect. Any deliVery order issued within one year of the expiration of this Contract shall be effective for one year from the date the delivery order as issued. No delivery order may be extended beydnd one year after this Contract has expired. El Fixed Period Contract: This Contract becomes effective upon Vendor?s receipt of the notice to proceed and must be completed within . days. Fixed Period Contract with Renewals: This Centract becomes effective upon Vendor? receipt of the notice to proceed and part of the Contract more fully described' In the attached speci?cations must be completed within days Upon completion, the vendor agrees that maintenance, monitoring, or Warranty services will be provided for one year thereafter with an additional successive one year renewal periods or multiple renewal periods of less than one year provided that the multiple renewal periods do not exceed months in total. Automatic renewal of this Contract is prohibited. One Time Purchase: The term of this Contract shall run from the issuance of the Award Document until all of the goods contracted for have been delivered, but in no event will this Contract remand for more than one ?scal year. Other: See attached. Revised 01/18/2017 4. NOTICE TO PROCEED: Vendor shall begin permanence of this Contract immediately upon receiving notice to proceed unless Otherwise instructed by the Agency. Unless otherwise speci?ed, the fully executed?Award Document will be considered noticeto proceed. 5. QUANTITIES: The quantities required under this Contract shall be determined in accordance with the category that has been identified as applicable to this Contract below. Open End Contract: Quantities listed in this Solicitation are approximations only. based on estimates supplied by the Agency. It is understood and agreed that the Contract shall cover the quantities actually ordered for delivery during the term of?the Contract, whether more or less than the quantities shown. Service: The scope ofthe service to be provided will be more clearly de?ned in the speci?cations included herewith. Combined Service and Goods: The scopeof the service and deliverable goods to be previded will be more clearly de?ned in the speci?cations included herewith. One Time Purchase: This Contract is for the purchase of a set quantity of goods that are identi?ed in the speci?cations included herewith. Once those items have been delivered, no additional goods may be procured under this Contract without an appropriate change order approved by the Vendor, Agency, Purchasing Division, and Attorney General?s of?ce. 6. EMERGENCY PURCHASES: The Purchasing Division Director may authorize the Agency to purchase goods or services in the open market that Vendor would otherwise provide under this Contract if those goods or services are for immediate or expedited delivery in an emergency. Emergencies shall include, but are not limited to, delays in transportation or an unanticipated increase in the volume of work. An emergency purchase in the Open market, approved by the Purchasing Division Director. shall not constitute of breach of this Contract and shall nor entitle the Vendor to any form of compensation or damages. This provision does not excuse the State from ful?lling its obligations under a One Time Purchase contract. 7. REQUIRED DOCUMENTS: All of the items checked below must be provided to the Purchasing Division by the Vendor as speci?ed below. BID BOND (Construction Only): Pursuant to the requirements contained in W. Va. Code All Vendors submitting a bid on a construction project shall furnish a valid bid bond in the amount of ?ve percent of the total amount of the bid protecting the State of West Virginia. The bid bond must be submitted with the bid. PERFORMANCE BOND: The apparent successful Vendor shall provide a performance bond in the amount of . The performance bond must be received by the Purchasing Division prior to Contract award. 0n construction contracts, the performance bond must be 100% of the Contract value. Revised 01/181201? LABORMATERIAL PAYMENT BOND: The apparent successful Vendor shall provide labor/material payment bond in the amount of 100% of the Contract value. The labor/mittens] payment bond must be deiivered to the Purchasing Division prior to Contract award. in lieu of the Bid Bond, Performance Bond, and Labor/Material Payment Bond, the Vendor may provide certi?ed checks, cashier?s checks, or irrevocable letters of credit. Any certi?ed check, cashier?s check, or'itrevocabie letter of credit provided in lieu of a bond must be of the same amount and delivered on the same schedule as the bond it replaces, A letter of credit submitted in lieu of a performance and labor/material payment bond will only be allowed for projects under $00,000. Personal or business checks are not acceptable. [3 MAINTENANCE BOND: Thelapparem successiirl Vendor shall provide a two (2) year maintenance bond covering the roo?ng system. The maintenance bond must be issued and delivered to the Purchasing Division prior to Contract award. LICENSEKS) CERTIFICATXONS I PERMITS: In addition to anything required under the Section entitled Licensing, of the General Terms and Candition's, the apparent successful Vendor shall fumish proof of the following licenses, certi?cations, andlor permits prior to Contract award, in a form acceptable to the Purchasing Division. The apparent successful Vendor shall also furnish proof of any additional licenses or certi?cations contained in the speci?cations prior to Contract award regardless of whether or not that requirement: is listed above. Revised 01/ 18/2017 ,r . 8. INSURANCE: The apparent successful Vendor shall furnish proof of the insurance identi?ed by a checlt'mark below prior to Contract award. Subsequent to contract award, and prior to the insurance expiration date, Vendor shall provide the Agency with proof that the insurance mandated herein has been continued, Vendor must also provide Agency with immediate notice of any changes in its insurance policies mandated herein, including but not limited to. policy cancelation, policy reduction, or change in insurers. The insurance coverages identi?ed below must be maintained throughout the life of this contract. The apparent successful Vendor shall also furnish pfbofoi' any additional insurance requirements contained in the speci?cations prior to Contract award regardlessof whether or not that insurance requirement is listed in this section. Vendor must maintain: Commercial General Liability insurance in at least an amount of: atmonon El Automobile Liability Insurance in at least an amount of: ProlmionamalpracticelErrors and Omission Insurance in at least an amount of: [3 Commercial Crime and Third Party Fidelity Insurance in an amount of: Cyber Liability Insurance in an amount of: Builders Risk lnsu rance in an amount equal to Iowa ofthe amount of the Contract. El Revised 01/18/2017 9. COMPENSATION INSURANCE: The apparent successful Vendor shall comply with laws relating to workers compensation. shall maintain workers? compensation insurance when required, and shall ?rmish proof ofwodters? compensation insurance upon request. 10. LITIGATION BOND: The Director reserves the right to require any Vendor that ?les a protest of an award to submit a litigation bond in the amount equal to one percent of the lowest bid submitted or $5,000, whichever is greater. The entire amount of the bond shall be forfeited if the hearing of?cer determines that the protest was ?led for frivolous or improper purpose, including but not limited to, the purpose of harassing, causing unnecessary delay, or needless expense for the Agency. All litigation bonds shall be made payable to the Purchasing Division. In lieu of a bond, the protester may submit a cashier?s check or certi?ed check payable to the Purchasing Division. Cashier?s or certi?ed checks will be deposited with and held by the State Treasurer's of?ce. it? it is determined that the protest has not been ?led for ?'ivolous or improper purpose, the bond or deposit shall be returncd'in its entirety. II. DAMAGES: VendOr shall pay liquidated damages in the amount of for . This clause shall in no way beconsidered exclusive and shall not limit the State or Agchy*s right to pursue any other available remedy. 12. ACCEPTANCE: Vendor?s signature on its bid, or on the certification and signature page. constitutes an o??er to the State that cannot be unilaterally withdrawn, signi?es that the product or service proposed by vendor meets the mandatory requirements contained in the Solicitation for that product 0r service, unless otherwise indicated, and signifies acceptance of the terms and conditions contained in the Solicitation unless otherwise indicated. l3. PRICING: The pricing set forth herein is firm for the life of the Contract, unless speci?ed elsewhere within this Solicitation/Contract by the State. A Vendor?s inclusion of price adjustment provisions in its bid, without an express authorization from the State in the Solicitation to do so. may result in bid disquali?cation. Id. PAYMENT: Payment in advance is prohibited under this Contract. Payment may only be made after the delivery and acceptance of goods or services. The Vendor shall submit invoices, in arrears. IS. PURCHASING CARD ACCEPTANCE: The State of West Virginia currently utilizes a Purchasing Card program, administered under contract by a banking institution, to process payment for goods and services. The Vendor must accept the State of West Virginia?s Purchasing Card for payment of all orders under this Contract unless the box below is checked. Vendor is not required to accept the State of West Virginia?s Purchasing Card as payment for all goods and services. l6. TAXES: The Vendor shall pay any applicable sales, use. personal property or any other taxes arising out of this Contract and the transactions contemplated thereby. The State of West Virginia is exempt from federal and state taxes and will not pay or reimburse such taxes. Revised 01/18/2017 I7. ADDITIONAL FEES: Vendor is not permitted to charge additional fees or assess additional charges that were not either expressly provided for in the solicitation publit?thed by the State of West Virginia or included in the unit price or lump sum bid amount that Vendor is required by the solicitation to provide. Including such fees or charges as notes to the solicitation may result in rejection of vendor?s bid. Requesting such fees or charges be paid alter the contract has been awarded may result in cancellation cfth'e contract. 18. FUNDING: This Contract shall continue for the term stated herein, contingent upon funds being appropriated by the Legislature or otherwise being made available. In the event funds are not appropriated or made available, this Contract becomes void and of no effect beginning on July I of the ?scal year for which funding has not been appropriated or otherwise made available. t9. CANCELLATION: The Powhasing Division Director reserves the right to cancel this Contract immediately upon written notice to the vendor if the materials or workmanship supplied do not conform to the speci?cations contained in the Contract. The Purchasing Divis?iOn Dir-cater may also cancel any purchase or Contract upon 30 days written notice to the Vendor in accordance with West Virginia Code of State Rules 20. TIME: Time is of the essence with regard to all matters of time and performance in this Contract. APPLICABLE LAW: This Contract is governed by and interpreted under-West Virginia law without giving effect to its choice or law principles. Any information provided in specification manuals, or any other source, verbal or Written, which contradicts or violates the West Virginia Constitution, WestVirginia Code or West Virginia Code of State Rules'is void and of no effect. 22. COMPLIANCE: Vendor shall with all applicable federal, state, and local laws, regulations and ordinances. By submitting a bid, Vendor acknowledges that it has reviewed, understands, and will comply with all applicable laws. regulations, and ordinances. 23. ARBITRATION: Any references made to arbitration contained in this Contract. Vendor's bid, or in any American institute of Architects documents pertaining to this Contract are hereby deleted, void, and of no effect. 24. MODIFICATIONS: This writing is the parties? ?nal expression of intent. Notwithstanding anything contained in this Contract to the contrary no modi?cation of this Contract shall be binding without mutual written consent of the Agency, and the Vendor, with approval of the Purchasing Division and the Attorney General?s of?ce (Attorney General approval is as to form only). Any change to existing contracts that adds work or changes contract cost, and were not included in the original contract, must be approved by the Purchasing Division and the Attorney General?s Office (as to form) prior to the implementation of the change 0r commencement of work affected by the change. Revised 01/ 18/2017 25. WAIVER: The failure of either party to insist upon a strict perfomtance of any of the terms or provision of this Contract, or to exercise any option, right, or remedy herein contained, shall not be construed as a waiver or a rclinquishment for the future of such term. provision, Option. right, or remedy, but the same shall continue in full force and effect. Any waiver must be expressly stated in writing and signed by the waiving pany. 26. SUBSEQUENT FORMS: The terms and conditions contained in this Contract shall supersede any and all subsequent terms and conditions which may appear on any form documents submitted by Vendor to the Agency or Purchasing Division such as price lists, order forms, invoices. sales agreements. or maintenance agreements, and includes intemet websites or other electronic documents. Acceptance or use of Vendor?s forms does not constitute acceptance of the terms and conditions contained thereon. 27. ASSIGNMENT: Neither this Contract nor any monies due, or to become due hereunder, maybe assigned by the Vendor without the express written consent of the Agency, the Purchasing Division, the Attorney General?s office (as to form only), and any other government agency or of?ce that may be required to approve such assignments. Notwithstanding the foregoing. Purchasing Division approval may or may not be required on certain agency delegated or exempt purchases. 28. WARRANTY: The Vendor expressiy warrants that the goods and/or services covered by this Contract will: conform to the speci?cations. drawings. samples. or other description furnished or speci?ed by the Agency; be merchantable and lit for the purpose intended; and be free from defect in material and workmanship. 29. STATE EMPLOYEES: State employees are not permitted to utilize this Contract for personal use and the Vendor is prohibited from permitting or facilitating the same. 30. BANKRUPTCY: in the event the Vendor ?les for bankruptcy protection, the State of West Virginia may deem this Contract null and void, and terminate this Contract without notice. 31. PRIVACY, SECURITY, AND CONFIDENTIALITY: The Vendor agrees that it will not disclose to anyone. directly or indirectly. any such personally identifiable information or other con?dential information gained from the Agency, unless the individual who is the subject of the information consents to the disclosure in writing or the disclosure is made pursnant to the Agency?s policies, procedures, and rules. Vendor further agrees to comply with the Con?dentiality Policies and Information Security Accountability Requirements. set fonh in i not Revised 01/18/2017 1" ,1 32. YOUR SUBMISSION IS A PUBLIC DOCUMENT: Vendor's entire response to the Solicitation and the resulting Contract are public documents; As public documents, they will be disclosed to the public following the bidlproposal opening or award of the contract, as required by the competitive bidding laws of West Virginia Code 5A-3-l et seq., 5-224 et seq.. and SG-l?l et seq. and the Freedom of Information Act West Virginia Code 29844 at seq. DO NOT SUBMIT MATERIAL YOU CONSIDER TO BE CONFIDENTIAL, A TRADE SECRET, OR OTHER WISE NOT SUBJECT TO PUBLIC DISCLOSURE. Submission of any bid, proposal, or other document to the Purchasing Division constitutes your explicit consent to the subsequent public disclosure of the bid, proposal, or document. The Purchasing Division will disclose any document labeled ?con?dential." "proprietary," ?trade secret,? ?private,? or labeled with any other claim against public disclosure of the documents, to include any ?trade secrets" as de?ned by West Virginia Code 47-22?1 et seq. All submissions are subject to public disclosure without notice.- 33. LICENSING: in accurdance with West Virginia Code of State Rules Vendor must be licensed and in good standing in accordance with any and all state and local laws and requirements by any state or local agency of West Virginia, including, but not limited to, the West Virginia Secretary of State's Office, the West Virginia Tax Department, West Virginia Insurance Commission, or any other state agency or political subdivision. Upon request. the Vendor must provide all necessary releases to obtain information to enable the Purchasing Division Director or the Agency to verify that the Vendor is licensed and in good standing with the above entities. 34. In submitting a bid to, signing a contract with, or accepting a Award Document from any agency of the State of West Virgin ia, the Vendor agrees to convey, sell, assign, or transfer to the State of West Virginia all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of West Virginia .forprice ?xing and/or unreasonable restraints of trade relating to the particular commodities or services purchased or acquired by the State of West?Vir-ginia. Such assignment shall be made and become at the time the purchasing agency tenders the initial payment to Vendor. 35. VENDOR CERTIFICATIONS: By signing its bid or entering into this Contract, Vendor certi?es (I that its bid or offer was made without- prior understanding, agreement, or connection with any corporation, firm, limited liability company, partnership, person or entity submitting a bid or offer for the same material, supplies, equipment or services; (2) that its bid or offer is in all respects fair and without collusion or fraud; (3.) that this Contract-is accepted or entered into without any prior understanding, agreement, or connection to any other entity that could be considered a violation of law; and (4) that it has reviewed this Solicitation in its entirety; understands therequirements, terms and conditions. and other information contained herein. Revised 01/18/2017 Vendor?s signature on its bid or offer also affirms that neither it nor its representatives have any interest, nor shall acquire any interest, direct or indirect, which would compromise the performance of its services hereunder. Any such interests shall be presented in detail to the Agency. The individual signing this bid or offer on behalf of Vendor certifies that he or she is authorized by the Vendor to execute this bid or offer or any documents related thereto on Vendor?s behalf; that he Or she is authorized to bind the Vendor in a contractual relationship; and that,?to the best of his or her knowledge, the Vendor has properly registered with any State agency that may require registration. 36. VENDOR RELATIONSHIP: The relationship of the Vendor to the State shall be that of an independent contractor and no principal-agent relationship or employer?employee relationship is contemplated or created by this Contract. The Vendor as an independent contractor is solely liable for the acts and omissions of its employees and agents. Vendor shall be responsible fOr selecting, supervising, and compensating any and all individuals employed pursuant to the terms of this Solicitation and resulting contract. Neither the Vendor, nor any employees or subcontractors of the Vendor, shall be deemed to be employees of the State for any purpose whatsoever. Vendor shall be exclusively responsible for payment of employees and contractors for all wages and salaries, taxes. withholding payments. penalties. fees. fringe bene?ts, professional liability insurance premiums. contributions to insurance and pension, or other deferred compensation plans, including but not limited to, Workers' Compensation and Social Security obligations, licensing fees, etc. and the ?ling of all necessary documents, forms, and returns pertinent to all of the foregoing. Vendor shall hold harmless the State, and shall provide the State and Agency with a defense against any and all claims including, but not limited to, the foregoing payments, withholdings. contributions, taxes, Social Security taxes, and employer income tax returns. 37. INDEMNIFICATION: The Vendor agrees to indemnify, defend, and hold harmless the State and the Agency, their of?cers, and employees from and against: (1) Any claims or losses for services rendered by any subcontractor, person. or ?rm performing or supplying services. materials; or supplies in connection with the performance of the Contract; (2) Any claims or losses mulling to any person or entity injured or damaged by the Vendor. its of?cers, employees, or subcontractors by the publication. translation, reproduction, delivery, perfonnanee, use, or disposition of any data used under the Contract in a manner not authorized by the Contract, or by Federal or State statutes or regulations; and (3) Any failure of the Vendor, its employees, or subcontractors to observe State and Federal laws including, but not limited to, labor and wage and hour laws. 38. PURCHASING AFFIDAVIT: In accordance with West Virginia Code ?5A-3-l0a, all Vendors are required to sign. notarize, and submit the Purchasing Affidavit stating that neither the Vendor nor a related party owe a debt to the State in excess of SLODO. The affidavit must be submitted prior to award, but should be submitted with the Vendor?s bid. A copy of the Purchasing Af?davit is included herewith. Revised 01/181201? 39. ADDITIONAL AGENCY AND LOCAL GOVERNMENT USE: This Contract may be utilized by other agencies, spending units, and political subdivisions of the State of West Virginia: county, municipal, and other local government bodies; and school districts (?Other Government Entities"). Any extension of this Contract to the aforementioned Other Government Entities must be on the same prices, terms= and canditions as those offered and agreed to in this Contract, provided that such extension is in compliance with the applicable laws, rules, and ordinances of the Other Government Entity. If the Vendor does not wish to extend the prices, terms, and conditions of its bid and subsequent contract to the Other Government Entities, the Vendor must clearly indicate such refusal in its bid. A refusal to extend this Contract to the Other Government Entities shall not impact or in?uence the award of this Contract in any manner. 40. CONFLICT OF Vendor. its of?cers or members or employees. shall not presently have or acquire an interest, direct or indirect. which would con?ict with or compromise the performance of its obligations hereunder. Vendor shall periodically inquire of its of?cers, members and employees to ensure that a con?ict of interest does not arise. Any con?ict of interest discovered shall be presented in detail to the Agency. REPORTS: Vendor shall provide the Agency and/or the Purchasing Division with the following reports identified by it checked box below: .Such reports as the Agency and/or the Purchasing Division may request. Requested reports may include, but are not limited to, quantities purchased, agencies utilizing the contract. total contract expenditures by agency, etc. [3 Quarterly reports detailing the total quantity of purchases in units and dollars, along with a listing of purchases by agency. Quarterly reports should be delivered to the Purchasing Division via email at 42. BACKGROUND CHECK: in accordance with W. Va. Code the Director of the Division of Protective Services shall require any service provider whose employees are regularly employed on the grounds or in the buildings of the Capitol complex or who have access to sensitive or critical information to submit to a fingerprint-based state and federal background inquiry through the state repository. The service provider is responsible for any costs associated with the fingerprint?based state and federal background inquiry. After the contract for such services has been approved. but before any such employees are permitted to be on the grounds or in the buildings of the Capitol complex or have access to sensitive or critical information, the service provider shall submit a list of all persons who will be physically present and working at the Capitol complex to the Director of the Division of Protective Services for purposes of verifying compliance with this provision. The State reserves the right to prohibit a service provider?s employees from accessing sensitive or critical information or to be present at the Capitol complex based upon results addressed from a criminal background check. Service providers should contact the West Virginia Division of Protective Services by phone at (304) for more information. Revised 01/18/2017 43. PREFERENCE FOR USE OF DOMESTIC STEEL PRODUCTS: Except when authorized by the Director of the Purchasing Division pursuant to W. Va. Code SAG-56. no contractor may use or supply steel products for a State Contract Project other than those steel products made in the United States. A contractor who uses steel products in violation of this section may be subject to civil penalties pursuant to W. Va. Code As used in this section: a. ?State Contract Project" means any erection or construction of, or any addition to, alteration of ,or other improvement to any building or structure, including, but not limited to. roads or highways, Or the installation of any heating or cooling or ventilating plants or other equipment. or the supply of and materials for Such projects, pursuant to a contract with the State of West Virginia for which bids were solicited on or alter June 6, 20m, - . b. ?Steel Products? means products roiled, formed, shaped, drawn, extruded, forged, cast, fabricated or otherwise similarly processed, or processed by a combination oftwo or more or such operations, from Steel made by the open heath, basic oxygen, electric fence, Bessemer or other stgel making-process. The Purchasing Division Director may, in writing, authorize the use of foreign steel products if: c. The cost for each contract item used does not exceed one tenth ofone percent (. of the total contract cost-or two thousand ?ve hundred dollars whichever is greater. For the purposesofthis-section, the cost is the value of the steel product as delivered to the project: or d. The Director of the Purchasing Division determines that speci?ed steel materials are nOt produced in the united States in suf?cient quantity or othenvise are not reasonably available to meet contract requirements. Revised 01/18/2017 44. PREFERENCE FOR USE OF DOMESTIC ALUMINUM, GLASS, AND STEEL: In Accordance with W. Va. Code 5-l9?i et seq.. and W. Va. CSR l48-lti-l etseq.. for every contract or Subcontract, subject to the limitations contained herein, for the construction, reconstruction. alteration, repair, improvement or maintenance of public works or for the purchase of any item of machinery or equipment to be used at sites of public works, only domestic aluminum, glass or steel products shall be supplied unless the spending o?icer determines, in writing, after the receipt ofo??ers or bids, (1) that the cost of domestic aluminum, glass or steel products is unreasonable or inconsistent with the public interest ofthe State of West Virginia, that domestic aluminum, glass or steel products are not produced in sufficient quantities to meet the contract requirements. or (3) the available domestic aluminum, glass, or steel do not meet the contract This provision only applies to public works contracts awarded in an amount more than fifty thousand dollars (350.000) or public works contracts that require more than ten thousand pounds of steel products. The cost of domestic aluminum, glass, or steel products may be unreasonable if the cost is more than twenty percent ofthe bid or offered price for foreign made aluminum, glass, or steel products. If the domestic aluminum. glass or steel products to be supplied or produced in a ?substantial labor surplus area?. as de?ned by the United States Department of Labor, the cost of domestic aluminum, glass, or steel products may be unreasonable if the cost is more than thirty percent ofthe bid or o??ered price for foreign made aluminum. glass, orle products. This preference shall be applied to an item of machinery or equipment. as indicated above, when the item is a single unit of equipment or machinery manufactured primarily ofalumindm, glass or steel. is part of a public works contract and has the sole purpose or of being a pennanent part oft. single public works project. This provision does not apply to equipment or machinery purchased by a spending unit for use by that spending unit and not as part of a single public works project. All bids and offers including domestic aluminum, glass or steel products that exceed bid or offer prices including foreign aluminum, glass or steel products a?er application of the preferences provided in this provision may be reduced to a price equal to or lower titan the lowest bid or offer price for foreign aluminum. glass or steel products plus the applicable preference. if the reduced bid or offer prices are made in writing and supersede the prior bid or offer prices, all bids or offers, including the reduced bid or offer prices. will be reevaluated in accordance with this rule. Revised 01/18/2017 V. ?xv/ ADDITIONAL TERMS AND CONDITIONS (Architectural and Engineering contracts Only) 1. mm AND DRAWING All plans and drawings must be completed and available for distribution at least ?ve business days prior to a scheduled pro-bid meeting for the construction or other work related. to the plans and drawings. 2. PROJECT ADDENDA REQUIREMENTS: The Architect/Engineer and/or Agency shall be required to abide by the following schedule in issuing construction project addenda. The ArchitectlEn'gineer shall prepare any addendum meterials for which his responsible, and a list of all vendorsthat have obtained drawings and speci?cations for the project. The Architect/Engineer shall then send a copy of the addendum Materials and the list of vendors to the State Agency for which the contract is issued to allow the Agency to make any necessary modi?cations. The addendum and list shall then be fonvarded to the Purchasing Division buyer by the Agency. The Purchasing Division buyer shall send the addendum to all interested vendors and. if necessary, extend the bid opening date. Any addendum should be received by the Purchasing Division at least fourteen (l 4) days prior to the bid opening date. 3. PRE-BID MEETING RESPONSIBILITIES: The Architect/Engineer shall be available to attend any pie-bid meeting for the construction or other work resulting from the plans, drawings. or speci?cations prepared ?by the ArchitectlEn'gineer. 4. DOCUMENTS: Contracts for architectural and engineering services will be governed by the MA document 8101-2007, as amended by the Supplementary Conditions for the State of West Virginia. in addition to the terms and conditions contained herein when procured under Chapter 50 of the West Virginia Code. 5. GREEN BUILDINGS MINIMUM ENERGY STANDARDS: In accordance with West Virginia Code ?22~294t all new building construction projects of public agencies that have not entered the schematic design phase pridr to July 1. 2012, or any building construction project receiving state grant funds and apprOpriations, including public schools, that have not entered the schematic design phase prior to July! 2012, shall be designed and constructed complying with the ICC lntemational Energy conservation Code, adopted by the State Fire Commission, and the ANSUASHRAEJIESNA Standard 90.14007: Provided, That if any construction project has a commitment of federal funds to pay for a portion of such project, this provision shall only apply to the extent such standards are consistent with the federal standards. Revised 0111812017 DESIGNATED CONTACT: Vendor appoints the individual identi?ed in this Section as the Contract Administrator and the initial point of contact for matters relating to this Contract. (Name. Title) (Printed Name and Title) . ms 19m 33;. m1 Elgar .Dc 2003b (Address) Lilo"). (Phone Number)/ (Fatt Nam er) etl lec?homo\\o. com (email address) CERTIFICATION AND SIGNATURE: By signing below. or submitting documentation through vaASlS. i certify that I have reviewed this Solicitation in its entirety; that I understand the requirements, terms and conditions, and other information contained herein; that this bid, ofTer or proposal constitutes an offer to the State that cannot be unilaterally withdrawn; that the product or service proposed meets the mandatory requirements contained in the Solicitation for that product or service, unless otherwise stated herein; that the Vendor accepts the terms and conditions contained in the Solicitation. unless otherwise stated herein; that lam submitting this bid. offer or proposal for review and consideration: that I am authorized by the vendor to execute and submit this bid. offer. or proposal, or any,r documents related thereto on vendor's behalf; that i am authorized to bind the vendor in a contractual relationship; and that to the best of my knowledge, the vendor has properly registered with any State agency that may require registration. M. LL10 (C om ny) (Authorized Signature) (Represents ive Name. Title) 5. not Babes. (Detainee. (Printed Name and Title of Authorized Representative) 531: (Date) (panama-lost (Phone Number) (Fax Number) Revised 01/18l2017 tklj" ADDENDUM ACKNOWLEDGEMENT FORM CDBG-DR I CDBG Project Management Services Instructions: Please acknowledge receipt of all addenda issued with this solicitation by compieting this addendum acknowledgment form. Check the box next to each addendum received and sign below. Failure to acknowledge addenda may result in bid disquali?cation. Acknowledgment: I hereby acknowledge receipt of the following addenda and have made the necessary revisions to my proposal, plans and/or speci?cation. etc. Addendum Numbers Received: (Check the box next to each addendwn received) Addendum No. Addendum No. 6 Addendum No. 2 Addendum No. 7 Addendum No. 3 [j Addendum No. 8 [j Addendum No. 4 Addendum No. 9 Addendum No. 5 [j Addendum No. IO 1 undersutnd that failure to con?rm the receipt ofaddenda may be cause for rejection of this bid. I further understand that any verbal representation made or assumed to be made during any oral discussion held between Vendor?s representatives and any state personnel is not binding. Only the information issued in writing and added to the Specifications by an of?cial addendum is binding. HometLP A Authorized Signature 54g];? Date NOTE: This addendum acknowledgement should be submitted with the bid to expedite document processing. Revised 01/ 18/2017 STATE OF WEST VIRGINIA Purchasing Division PURCHASING AFFIDAVIT MANDATE: Under W. Va. Code ?5A?3-10a, no contract or renewal of any contract may be awarded by the state or any of its political subdivisions to any vendor or prospective vendor when the vendor or prospective vendor or a related party to the vendor or prospective vendor is a debtor and: the debt owed is an amount greater than one thousand dollars in the aggregate; or (2) the debtor is in employer default. The prohibition listed above does not apply where a vendor has contested any tax administered pursuant to chapter eleven of the W. Va. Code, workers? compensation premium, permit fee or environmental fee or assessment and the matter has not become final or where the vendor has entered into a payment plan or agreement and the vendor is not in default of any of the provisions of such plan or agreement. DEFINITIONS: "Debt" means any assessment, premium, penalty, fine, tax or other amount of money owed to the state or any of its political subdivisions because of a judgment fine, permit violation license assessment defaulted workers' compensation premium penalty or other assessment presently delinquent or due and required to be paid to the state or any of its political subdivisions including any interest or additional penalties accrued thereon. ?Employer default? means having an outstanding balance or liability to the old fund or to the uninsured employers' fund or being in policy default, as defined in W. Va. Code 23-2c-2, failure to maintain mandatory workers? compensation coverage, or failure to fully meet its obligations as a workers? compensation self-insured employer. An employer is not in employer default if ithas entered into a repayment agreement with the lnsurance Commissioner and remains in compliance with the obligations under the repayment agreement. ?Related party" means a party, whether an individual corporation, partnership, association, limited company or any other form or business association or other entity whatsoever related to any vendor by blood, marriage, ownership or contract through which the party has a relationship of ownership or other interest with the vendor so that the party will actually or by effect receive or control a portion of the benefit profit or other consideration from performance of a vendor contract with the party receiving an amount that meets or exceed five percent of the total contract amount. AFFIRMATION: By signing this form, the vendor? authorized signer affirms and acknowledges under penalty of law for false swearing (W. Va. Code ?61-5-3) that neither vendor nor any related party owe a debt as defined above and that neither vendor nor any reiated party are in employer default as defined above, unless the debt or employer default is permitted under the exception above. WITNESS THE FOLLOWING Vendor's Name: Home? Authorized Signature: a] WM Date: 12 December 2016 State of Madison County of to~wit2 Taken, subscribed, and sworn to before me this 13 day of December 20152. My Commission expires November 22 20 19 . . IF- Int?. ?<29 rig-5s, . CAI 43:47 Aggitts?L assist . . NOTARY PUBLIC L0 . IO 114 I: SHELIA A 4?97 Purchasing Affidavit (Revised cam/2% AC Client#: 14328 CERTIFICATE OF LIABILITY INSURANCE HORLL DATE 1 2I13I201 6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder 15 an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions Of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder' In lieu of such endorsement(s). PRODUCER P.0. Box 1139 Jackson, MS 39215 601 948-2900 Ross Yerger Insurance, Inc. CONTACT NAME, Pamela Hamilton HONE (Pm, No, 54,, 601 .944-0959 535,111?: 601 -914-9303 phamilton@rossandyerger.com AFFORDING COVERAGE NAIC INSURERA Hartford Fire Ins CO INSURED INSURER B, Hartford Casualty Insurance Home LLP INSURER c. 1020 Highland Colony Parkway, Suite 400 INSURER D: Ridgeland, MS 39157 INSURER INSURER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EXP I. SRR TYPE OF INSURANCE POLICY NUMBER LIMITS A GENERAL 43UUNHZ3503 07108I2016 0710812017 EACH OCCURRENTICE $1,000,000 COMMERCIAL GENERAL LIABILITY ?5)an $1,000,000 CLAIMS-MADE OCCUR MED EXP (Any one person) $10,000 PERSONAL ADV INJURY $1,000,000 GENERAL AGGREGATE 2,000,000 GEN AGGREGATE LIMIT APPLIES PER: PRODUCTS - AGG 2,000,000 1? POLICY I IPR 0LC AUTOMOBILE LIABILITY 43UUNHZ3503 071081201 6 071061201 7 $1,000,000 ANY AUTO BODILY INJURY (Per person) SSHEEULED BODILY INJURY (Per accident) 6 OWNED PROPERTY DAMAGE HIRED AUTOS (Per aCCIdent) - UMBRELLA OCCUR 43RHUH22034 07l08l2016 0710812017 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMSMADE AGGREGATE $5,000,000 DED I XI RETENTION 610,000 WORKERS COMPENSATION WC STATU- OT AND LIABILITY ITORY LIMITS I ER ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER I: NIA EACH 3? (Mandatory In NH) EL. DISEASE - EA EMPLOYEE 6 If yes. describe under DESCRIPTION OF OPERATIONS below EL. DISEASE - POLICY LIMIT 6 J. Keith Burdette Cabinette Secretary, West Virginia Department of Commerce Executive Director, West Virginia Development Office DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule. if more space is required) Subject to policy terms, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION State of West Virginia cIo J. Keith Burdette State Capitol, Building 6, Room 553 Charleston, WV 25305-0311 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NO11CE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AMAAIWEI, ACORD 25 (2010105) 1 of1 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BLJ