Orange County NC Website
—Please return this copy to the Clerk to the Board's — <br /> 4M5 office for permanent agenda file. <br /> Development Work Order <br /> The Parties: University: Subcontractor: <br /> NC State University Administrative Contact: Orange County,NC Administrative Contact: <br /> SPARCS Wendy Moore 131 W.Margaret Lane Name: Bonnie Hammersley <br /> 2701 Sullivan Drive,Suite 240 919-513-1190 Hillsborough,NC 27278 Phone: 919-245-2306 <br /> Campus Box 7514 wjm @ncsu.edu <br /> Raleigh,NC 27695 Alt.sps @ncsu.edu EIN: Email: <br /> DUNS: 091575191 bhammersle oran ecoun nc. ov <br /> Ph: 919-515-2444 Project/Technical Project/Technical Director:Name: <br /> Fax:919-515-7721 Director: Brennan Bouma <br /> Anne Tazewell Phone: 919-245-2626 <br /> 919-513-7831 Fax: 919-644-3001 <br /> anne tazewell@ncsu.edu Email:bbouma oran ecoun nc. ov <br /> Agreement# Mod.# ®Cost Reimbursement Period of Performance/ Total Amount Funded: <br /> 2010-0499-53 0 ❑Fixed Price Order Delivery Date $84,840.00 <br /> 05/01/2015-03/31/2016 Cost Share Requirement: <br /> $21,773.00 <br /> Appendices included: ® "A"Statement of Work&Budget, ® `B"Federal Reps&Certs, ®"C"Special Terms, ®"D"Prime Agreement <br /> 1. Purpose: Subcontractor agrees to use reasonable efforts,working as an independent contractor,to perform the public service(hereinafter <br /> called"Work")as described in the proposal that is incorporated into this Order as Appendix A. <br /> 2. Payment:This is a Cost Reimbursement Order.University agrees to reimburse Subcontractor's costs for work performed based upon <br /> completion of scope of work in Appendix A. Subcontractor will make persons and records available for audit for 3 years. Subcontractor <br /> agrees not to exceed the Total Amount Funded without written modification to this Order. In the event that Subcontractor fails to submit <br /> either a FINAL invoice or request for no-cost extension within the time frame established above,NCSU shall consider the last regular <br /> invoice to be the FINAL invoice. Any unexpended balance from the Total Amount Funded will be automatically deobligated and no <br /> finther payments will be made from this Work Order. <br /> 3. Invoices: Invoicing requirements are incorporated in Appendix A.Send invoices to Andrea Bachrach,NC State University,College of <br /> Engineering/NC Clean Energy Technology Center,Campus Box 7409,Raleigh,NC 27695 or by email to andrea_bachrach@ncsu.edu.The <br /> final invoice shall be submitted not later than thirty(30)days after the end of the period of performance <br /> 4. Federal Funding: Regulatory and Programmatic requirements for Federal funds are incorporated as Appendix B when required. <br /> 5. Reports: All Deliverables must be submitted in accordance with the schedule in Appendix A. <br /> 6. Warranty: The Work including any Deliverables or reports are provided on an"as-is"basis. Subcontractor makes no warranties, <br /> expressed or implied,as to any matter whatsoever,including without limitation,the ownership,merchantability,or fitness for a particular <br /> purpose. <br /> 7. Ownership: Subject to the rights of the Federal Government,neither Party transfers by operation of this Agreement any intellectual <br /> property rights that either Party now owns or hereafter acquires in the performance of the Work. <br /> 8. Publication: Subcontractor has the right to publish any of the results of the Work. Subcontractor must furnish University with a copy of <br /> any proposed publication or public disclosure,at least 30 days in advance of the proposed publication date to allow the University to <br /> review the publication for proprietary information. Subcontractor agrees to acknowledge the support of the University in publication. <br /> 9. Use of Name: Neither party will use the name of the other in any form of advertising,publicity,or in connection with the sale of a product, <br /> without the express written permission of the other party. <br /> 10. Confidentiality: No confidential or proprietary information will be disclosed during the course of this project. <br /> 11. Termination: University may terminate performance under this Agreement upon 30 days written notice to the other party for cause.Upon <br /> receipt or issuance of a termination notice,Subcontractor will proceed in an orderly fashion to conclude the Work,limit or terminate where <br /> possible,any outstanding commitments. The parties agree that in the event of insolvency or bankruptcy,or the filing of a petition in <br /> bankruptcy or similar arrangement,this agreement will be immediately terminated.If this agreement is terminated,the disposition of <br /> equipment is at the discretion of the federal funding agency.The useful life of the equipment has been determined to be three years.If the <br /> equipment ceases to be used as it is designated for in the scope of work and/or in case of bankruptcy or insolvency within the period of <br /> useful life,the federal government reserves the right to require reimbursement by subcontractor for the amortized value of the federal <br /> government's initial investment. <br /> 12. Assignment:This agreement is binding upon and inures to the benefit of the parties and may be assigned only to the successors to <br /> substantially the entire business and assets of the respective parties.Any other assignment_by either party without prior written consent of <br /> the other party is void. <br /> 13. Limited Liability: Each party agrees to be responsible for their own negligence and the negligence of their employees and agents. <br /> Subcontractor agrees to indemnify and hold harmless University from any claims of third parties arising out of any act or omission of the <br /> Subcontractor in connection with the performance of this subcontract. <br /> 14. Governing Law: This agreement shall be governed and construed in accordance with the laws of the United States and North Carolina, <br /> without regard for conflicts of laws provisions. Legal actions will be adjudicated in a court of competent jurisdiction. <br /> 15. Entire Agreement: This embodies the entire understanding of the Parties. It supersedes any prior or contemporaneous representations, <br /> either oral or written. <br /> rcial of NC Star By an Authorized Official of the Subcontractor <br /> [w12ctW -S l <br /> N *00(ft�1:4 t 9176 Name,Title /44�ate: iq <br /> LIZ <br /> dated 7-2015 <br />