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2016-130-E AMS - ECS Carolinas, LLP for geotechnical services, Phase I ESA for proposed library site
DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 [Departmental Use Only] TITLE Geotech @Southern Library FY 2016 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 15th day of January, 2016, ("Effective Date")by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and ECS Carolinas, LLP(the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Geotechnical Services and Phase I Environmental Site Assessment (ESA), for Proposed Library Site, 203 South Greensboro Street, in Carrboro, NC, per attached proposal 06- 19462-19463 The term of this agreement rendered shall be from January 15, 2016 to March 15, 2016. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS I. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed seven thousand seven hundred dollars, ($7700). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may Revised 1/16 1 DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised 1/16 2 DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PRO PoVdAned by: Docu5igned by: By: i ocu is �aw1t V s By: 5f�plu t� Gosstl iv, 6-MPAyiVfMftpr Title: 200 S. Cameron St. ECS Carolinas, LLP P.O. Box 8181 9001 Glenwood Avenue Hillsborough,NC 27278 Raleigh,NC 27617 Revised 1/16 3 DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 r .. I I a mod + ECS Carolinas,, LLP Proposal for Geotechnical Services and Phase I Environmental Site Assessment (ESA) Proposed Library Site 203 South Greensboro Street Carrboro, Orange County, North Carolina ECS Proposal Number 06:19462 and 06:19463 January 7, 2016 L E US" AEL--- D DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 LGS ECS CAROLINAS, LLP "Setting the Standard for Service" Geotechnical • Construction Materials • Environmental • Facilities NC Registered Engineering Firm F-1078 January 7, 2016 Mr.Jeff Thompson Orange County Asset Management & Purchasing 131 W. Margaret Lane PO Box 8181 Hillsborough, NC 27278 Reference: Proposal for Geotechnical Services and Phase I ESA Proposed Library Site 203 South Greensboro Street Carrboro, Orange County, North Carolina ECS Proposal Number 06:19462 and 06:19463 Dear Mr.Thompson: ECS Carolinas, LLP (ECS) appreciates this opportunity to provide Orange County Asset Management & Purchasing with general guidelines and a fee estimate for performing Geotechnical Services and a Phase I Environmental Site Assessment (ESA) for the above-referenced property. This proposal contains a summary of relevant information as ECS understands it, a project schedule and the estimated costs for completion of the proposed work. PROJECT UNDERSTANDING ECS understands the subject property will be developed with a 1-to 2-story library/retail structure with an integrated split-level parking lot. The site (PIN# 9778857932) is located at 203 South Greensboro Street in Carrboro, North Carolina. Based on the available information and review of local aerial photos and the Orange County GIS website, we understand that the 0.89-acre site consists of one parcel that was previously occupied by Andrew-Riggsbee Hardware Store which has since been demolished. The site is currently being used as a passenger vehicle parking lot with the asphalt parking areas, slab on grade, and presumably foundations associated with the past development still in place. ECS understands that geotechnical services and a Phase I Environmental Site Assessment are requested for this site. SCOPE OF SERVICES Geotechnical Services The purpose of this exploration is to determine the site subsurface conditions and provide geotechnical recommendations for foundation systems and site grading procedures for construction of the proposed structure. To accomplish this, ECS proposes to explore the site with soil test borings as described below. This information should be used by design engineers and architects for the above-referenced project to formulate the individual component designs. Field Exploration and Laboratory Services ECS' services will include drilling a total of six (6) exploratory soil test borings to depths of 20 to 50 feet below the existing ground surface or auger refusal, testing of the recovered samples, as required, and preparing an engineering report. One boring will be advanced to a depth of 50 feet below existing ground surface or auger refusal for seismic site classification purposes and five borings will be advanced to a depth of 20 feet below existing ground surface or auger refusal. Coring will be required within 9001 Glenwood Avenue, Raleigh, INC • 27617-7505 • T: 919-861-9910 • F: 919-861-9911 • www.ecslimited.com ECS Capitol Services,PLLC • ECS Carolinas,LLP• ECS Central,PLLC • ECS Florida,LLC • ECS Mid-Atlantic,LLC • ECS Midwest,LLC • ECS Southeast,LLC • ECS Texas,LLP DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 January 7,2016 1 ECS CAROLINAS, LLP existing pavement and slab areas to allow access for soil sampling. If fill material is encountered, the boring(s) should be extended through the fill into firm natural soils; therefore, additional cost (not included in this proposal) should be anticipated. ECS has assumed the site can be accessed with a truck- mounted drill rig. The boreholes will be checked for groundwater upon completion of drilling, and then backfilled by shoveling the soil cuttings into the holes, some settling may occur over time. Depending on weather, soil, and site conditions, ground disturbance (ruts, tire tracks, etc.) must be anticipated during this exploration program; this is a normal result of driving a large drill rig over a site. Neither ECS nor ECS' subcontractors are responsible for restoration of the ground surface to its original condition. If ground restoration is required, it will be invoiced to Orange County Asset Management & Purchasing at an additional rate of $160/hour. Based on the existing site conditions, modifications to our proposed boring locations should be anticipated in the field. Upon completion of the field exploration, the soil samples will be delivered to ECS' laboratory and visually classified in general accordance with the Unified Soil Classification System and selected samples will be tested for moisture content and index testing in accordance with ASTM Standards. Engineering Report The conditions encountered by the borings and the results of the laboratory testing will be evaluated by a geotechnical engineer and recommendations for design and construction of the project will be developed. The engineering report will include the following items, if appropriate for this site: • Project description; • Site conditions, including geologic, and special site features; • Field exploration and the laboratory testing procedures; • Subsurface conditions; • Foundation recommendations- • Allowable bearing pressures; • Settlement estimates (total and differential); • Site development recommendations; • Suitability of soils for use as fill material; • Discussion of groundwater impact; • Techniques to control shallow groundwater; • Discussion of difficult excavation; • Compaction recommendations; • Special conditions encountered; • Site Seismic classification; • Site vicinity map; • Boring location plan; • Soil test boring logs; and • Summary of laboratory test results. ECS will transmit reports by e-mail (and up to three hard copies via U.S. Mail, if requested). Please list those to whom the reports should be sent and provide their e-mail addresses or mailing addresses, as appropriate, on the Proposal Acceptance Form. a ECS Proposal Nos. 06:19462 and 06:19463 Page 13 O'" DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 January 7,2016 ECS CAROLINAS, LLP Phase I Environmental Site Assessment(ESA) The Phase I ESA will be prepared in general accordance with ASTM Standard E1527-13, Standard Practice for Phase I Environmental Site Assessments: Phase I Environmental Site Assessment Process. ECS reserves the right to adjust the quoted price for this Phase I ESA if supplemental investigation, additional lender requirements, or other services beyond the scope outlined in this proposal, are requested. In addition, the ASTM standard also requires a search for the existence of environmental liens and activity and use limitations (AULs)to be conducted in order to satisfy"All Appropriate Inquiry" in accordance with 40 CFR Part 312. If this information is not readily available, ECS can contract with a third party provider to conduct this search for an additional fee. It should be noted that failure to procure this information prior to acquisition of subject site (or contract for its attainment) may preclude your ability to qualify for certain liability protections. Please indicate on the attached authorization page if you would prefer ECS to obtain this information on your behalf. We have attached a User Questionnaire to assist Orange County Asset Management& Purchasing (User of the report) and the environmental professional (ECS) in gathering information from the User that may be material to identifying recognized environmental conditions with respect to the site. As the User of the report, please complete the attached User Questionnaire. In order to facilitate project completion, the User Questionnaire should be completed and returned to ECS at the same time this proposal is authorized. This Questionnaire will be included in the Phase I ESA Report and will assist in satisfying the "User's Responsibilities" portion of the ASTM Standard. In addition, we would appreciate receiving a current chain-of-ownership for the subject site back to at least 1940, if one is available from the Orange County Asset Management& Purchasing. If this information is not readily available, ECS can conduct a 50-Year Chain of Title search for an additional fee. The proper performance of"due diligence" in respect to environmental site assessments requires both an on-site evaluation and a careful review of available applicable local, state, and federal public records. It would expedite matters if your office could provide ECS with a site plan and a point of contact for site access. ECS has included provisions for visual evaluation of non-scope items (i.e. asbestos,wetlands, mold, etc.) which may pose a business environmental risk (BER)to the subject site. ECS will not collect samples or perform testing of items. FEE ESTIMATE Geotechnical Study Based on the scope of services and drilling quantities outlined in this proposal ECS will provide the described scope of services for the lump sum fee of$4,650.00. The fee for drilling additional borings is $14.00 per linear foot. If extending the borings deeper in order to penetrate existing fill is necessary, ECS would contact you for authorization. If unanticipated subsurface conditions are encountered that would require modification to the proposed scope of services, you will be contacted for your review and authorization. The above fees and our schedule assume that the site is accessible to our drilling equipment with no hand and dozer clearing. They also assume we have full access to the site and are not required to ECS Proposal Nos. 06:19462 and 06:19463 Page 14 O'" DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 January 7,2016 ECS CAROLINAS, LLP encounter standby time or wait on others to gain access to our drilling locations. If these problems are encountered, Orange County Asset Management & Purchasing will be charged the additional time plus the additional charges in accordance to our attached Fee Schedule. Phase I ESA Based on the scope of services outlined above, ECS can perform the Phase I ESA for a lump sum fee of $1,900.00. • If you would prefer, ECS can obtain Environmental Liens or Activity and Use Limitations (AULs) from a third party provider for an additional fee of $250 per parcel for the subject site. Please note, it may take approximately two to four weeks upon authorization to procure this information. • The lump sum fee does not include reviewing regulatory files for off-site concerns. If requested, we can review these files, maintained at the applicable regulatory agency, for a cost of$350.00. This fee will be waived if we are reviewing files for on-site issues. However, we will contact you for your authorization prior to conducting the regulatory review. • If requested, ECS can provide reliance letters for our reports for an additional fee of$350.00 per letter. Provided conditions are as understood, and as assumed, ECS would expect the final costs to be as outlined above. Should conditions, sampling results or observations indicate that additional work is necessary or warranted, we would notify you of the additional costs before modifying or expanding the extent of our scope of services. If other items are required based on field conditions encountered in our field exploration program, they would be invoiced in accordance with the attached Fee Schedule. Before modifying or expanding the extent of our exploration program, you would be informed of our intentions for both your review and authorization. PRELIMINARY ITEMS Utility Locate Location of existing utilities must be addressed before beginning on-site exploratory work, as follows: • ECS will contact the public utility locator service—North Carolina One-Call Center—to request that utilities be marked prior to performing exploratory work (digging, drilling, etc.). The North Carolina One-Call Center will subsequently contact the utility companies typically known to have utilities located in the vicinity of the project site. Normally, this includes water, gas, sewer, electrical power, telephone, and cable. The individual companies mark their utilities using spray paint, but only extend to the meter. It will be Orange County Asset Management & Purchasing's responsibility to identify other utilities. • ECS hereby asks that Orange County Asset Management& Purchasing notify us of all utilities located on site, particularly those utilities beyond the meter or private utilities not identified by the North Carolina One-Call Center. While ECS will take precautions to avoid utilities of which the owner notifies ECS, ECS is not responsible for utilities not marked by the North Carolina One-Call Center. • ECS can retain a private locator to locate utilities beyond the meters and private utilities. Hiring Private Locator services is beyond the scope of this proposal and is not included. However, for an 0 ECS Proposal Nos. 06:19462 and 06:19463 Page 15 O'" DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 January 7,2016 0 ECS CAROLINAS, LLP additional fee of $900.00 ECS can retain a private locator to locate utilities beyond the meters and private utilities. If this is needed on this project, please so indicate on the attached "Proposal Acceptance Form" by initialing the "Private Utility Location" line. SCHEDULE OF WORK ECS will begin the above scope of work immediately after receiving your written authorization to proceed. ECS' work starts with us contacting the public utility locator service, but we cannot begin work on site until location work is completed (usually within 72 hours, excluding weekends and holidays). Based on current availability and weather permitting, ECS anticipates its field work will begin within about five business days of written authorization to proceed. We anticipate that the field work will take about two business days to complete, and the reports will be provided within 15 business days after receiving written authorization to proceed. In order to maintain this schedule, it is critical that ECS receives your written authorization, special instructions and distribution list in a timely manner. AUTHORIZATION If the scope of work as outlined above and the attached Terms and Conditions are acceptable to you, please sign the attached Proposal Acceptance Form on behalf of Orange County Asset Management & Purchasing and return one copy of the Proposal Acceptance Form to ECS. Please note that the attached Terms and Conditions of Service are incorporated herein by reference and are an integral part of this agreement between us. Alternatively, you could issue a letter of acceptance or purchase order. If you opt to do so, ECS would ask that you include the proposal number and date hereof on such documents in order to incorporate this proposal by reference. By signing the Proposal Acceptance Form—or by referencing this proposal in other documents intended to authorize ECS to proceed with the scope of services described above—you are accepting the Terms and Conditions of Service and making this proposal the agreement between ECS and Orange County Asset Management & Purchasing. This proposal is valid for a period of sixty days; beyond that date it may be necessary to revise our schedule or fee. Fully completing and signing the attached Proposal Acceptance Form on behalf of Orange County Asset Management & Purchasing will provide formal authorization for ECS to enter the site and perform the above work, as well as providing proper invoicing instructions and distribution lists for reports and correspondence. Please provide any specific instructions or details not covered in this proposal on the attached Proposal Acceptance Form. Please note we have provided a place to for you to enter invoicing instructions and report distribution. Again, thank you for the opportunity to submit this proposal to provide geotechnical services and serve as your geotechnical consultant. We look forward to the opportunity to work with you on this project and hope to serve as your geotechnical consultant in the future. If you have questions, or if we can be of additional service, please contact us at(919) 861-9910. a ECS Proposal Nos. 06:19462 and 06:19463 Page 1 6 O'" DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 January 7,2016 ECS CAROLINAS, LLP Respectfully submitted, ECS CAROLINAS, LLP Aubrey P. Lankford, E.I. Matthew B. Olsen, P.E. Project Manager Principal Engineer C. Brian Smith, P.G. Principal Geologist Attachments: Proposal Acceptance Form Site Vicinity Map and Proposed Boring Location Diagram User Questionnaire Terms and Conditions of Service ECS Proposal Nos.06:19462 and 06:19463 Page 1 7 DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 January 7,2016 0 ECS CAROLINAS, LLP PROPOSAL ACCEPTANCE FORM ECS CAROLINAS, LLP (Please Print or Type) Project Name: Proposed Library Site Location: 203 South Greensboro Street, Carrboro, Orange County, North Carolina Est. Amount: Geotechnical-$4,650.00 Private Utility Location: $900.00 (initial if requested) Phase I ESA-$1,900.00 Lien Search Fee: $250.00 (initial if requested) Please complete and return this Proposal Acceptance Form to ECS as shown at the bottom of this form. By signing and returning this form,you are authorizing ECS to proceed, providing ECS permission to enter the site, and making this proposal the agreement between ECS and Orange County Asset Management& Purchasing. Your signature also indicates you have read this document and the Terms & Conditions of Service in their entirety and agree to pay for services as above set forth. CLIENT AND BILLING INFORMATION Name of Client: Contact Person: Telephone No. E-mail: Responsible for Payment Approval of Invoice(if different) Contact Name: Company Name: Address Address City, State,Zip Telephone No.: Fax No: E-mail Address: Reports are normally e-mailed directly to client. If you require copies to others, please provide their names, e-mail addresses, and fax numbers below. Name e-mail Address Phone Number Fax Number Special Instructions: Client Signature: X Date: Please return signed Proposal Acceptance Form to Aubrey Lankford at a plan kfordCcDecslimited.com or fax to (919)861-9911. D ECS Proposal Nos. 06:19462 and 06:19463 Page 18 O'" DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 S Of G, m ye Gams," A 5 all? It Craig St 9 k SL �y Sheltan 8t gs W POP W Ave E t3aplsr Ave �_ w o m J Fidelity St 3 � 3 � SITE W Wea W Rasemafy St Main St Carrl] or0 Cat's Cradle .• � d Ln ro ¢# C) CD KnAs St vs p ¢ c w w O U U (L St WrLDWOOD O SARJNGS iyRt ' jtgan Cr-9 r sue 101 1116 WEATHERi0L L Laurel Ridge Apartments ■ �4Aan4r�� ve Kingswood Apartments ■ 1�y SITE VICINITY MAP PROPOSAL NO. FIGURE NO. 19462&19463 1 OF 2 Proposed Library Site DRAWN BY CHECKED BY 203 South Greensboro Street APL MBO Carrboro, North Carolina SCALE DATE NTS 12-29-15 SOURCE:Google Maps TM DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 N 1 I I _3+ BA Hoy- ov STRU -Ai y-•R•�'"'��!T� 7 1� y + yy� is y ���•. 1 1 +� +h• ti 4 + i � t t ty-4 r�r"�• I--�It'��-- +i 'a ++ 11`�� �I, + +ti + } �, ;l 'j � �` �•• ti 1 y J I + l r h 3 �� ► f �l �j }l � 'j �� y'• t l � �' •lam! ./1 1 , ��� v Proposed Boring Locations I i BORING LOCATION DIAGRAM PROPOSAL NO. FIGURE NO. 19462&19463 2 of 2 Proposed Library Site DRAWN BY CHECKED BY 203 South Greensboro Street APL MBO Carrboro, North Carolina SCALE DATE NTS 12-29-15 SOURCE: File Name;21026 Site Sketch 20150601.pdf TM DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 i Environmental Questionnaire for User Completion required for conformance with ASTM E 1527-13 Failure to provide this information may preclude CERCLA liability protections for the property purchaser. Please return completed form to ECS. Date: Site Name Name and Title of Person Completing Questionnaire (Please Print) Signature of Person Completing Questionnaire Name of Your Company (Please Print) Your Telephone Number ASTM E 1527-13 indicates — "Either the User shall make known to the environmental professional the reason why the User wants to have the Phase I Environmental Site Assessment performed or, if the User does not identify the purpose of the Phase I Environmental Site Assessment, the environmental professional shall assume the purpose is to qualify for an LLP to CERCLA liability and state this in the report." As the User of this ESA, what is the reason for conducting the Phase I ESA? If this question is unanswered, ECS will assume the reason for the ESA is to qualify for landowner liability protections to CERCLA liability. Please state reason for requesting ESA: Will you provide Property Title Records and a Legal Description to ECS?........... Yes ❑ No ❑ Will you provide a 50-year chain of title abstract to ECS? .................................... Yes ❑ No ❑ If"yes,"please send information promptly. 1a. Environmental liens filed or recorded against the site (40 CFR 312.25) — ASTM E 1527-13 states that the user should perform a review of recorded land title records and judicial records for environmental liens or activity and use limitations for the site. Please Environmental Questionnaire for User--ECS Proposal No.06: Date Page 1 of 4 DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 forward results of the land title record and judicial record review. If you would prefer, ECS can obtain this information from a third party provider for an additional fee. Please indicate whether you would like ECS to provide this service: Please select one: ❑ 1 prefer to obtain land title and judicial record results and forward them to ECS. Or ❑ I prefer that ECS obtain land title and judicial record review results at an additional charge to me or my company. 1b. Activity and land use limitations that are in place on the site or that have been filed or recorded in a registry (40 CFR 312.26) - Are you aware of any activity use limitations (AULs), such as engineering controls, land use restrictions or institutional controls that are in place at the site and/or have been filed or recorded in a registry under federal, tribal, state or local law? ...................... Yes ❑ No ❑ If"yes," please explain: 2. Specialized knowledge - As the User of this ESA do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so you would have specialized knowledge of the chemicals and processes used by this type of business? Yes ❑ No ❑ If"yes," please explain: 3. Commonly known or reasonably ascertainable information about the property (40 CFR 312.30) — Are you aware of commonly known or reasonably ascertainable information about the property that would help the environmental professional to identify conditions indicative of releases or threatened releases? For example: 3a. Do you know the past uses of the property? ..............................................Yes ❑ No ❑ If"yes," please state uses: Environmental Questionnaire for User--ECS Proposal No.06: Date Page 2 of 4 DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 3b. Do you know of specific chemicals that are currently present or once were present at the property? .................................................................................. Yes ❑ No ❑ If"yes," please explain: 3c. Do you know of spills or other chemical releases that have taken place at the property? Yes ❑ No ❑ If"yes," please explain: 3d. Do you know of any environmental cleanups that have taken place at the property? Yes ❑ No ❑ If"yes," please explain: 4. Relationship of the purchase price to the fair market value of the property if it were not contaminated (40 CFR 312.29) — Does the purchase price being paid for this property reasonably reflect the fair market value of theproperty? ..................................................................................... Yes ❑ No ❑ If"no," please explain: If you are aware there is a difference, is the lower purchase price because contamination is known or believed to be present at the property?.................................................. Yes ❑ No ❑ If"yes," please explain: Environmental Questionnaire for User--ECS Proposal No.06: Date Page 3 of 4 DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 5. Parcel Property Owner(s) & Contact Number(s) — a. b. C. d. Property Manager and Occupant(s) & Contact Number(s) — Property Manager: Occupant/Tenant: Occupant/Tenant: Occupant/Tenant: Occupant/Tenant: Occupant/Tenant: Occupant/Tenant: 6. The degree of obviousness of the presence or likely presence of contamination at the property, and the ability to detect the contamination by appropriate investigation (40 CFR 312.3l) — As the User of this ESA, based on your knowledge and experience related to the property, are there any obvious indicators that point to the presence or likely presence of contamination at the property?.................................................................................................................. Yes ❑ No ❑ If"yes," please explain: Environmental Questionnaire for User--ECS Proposal No.06: Date Page 4 of 4 DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 M— -A ECS CAROLINAS, LLP Proposal:06:19462 and 06:19463(hereinafter the"Proposal") CLIENT: Orange County Asset Management&Purchasing ECS CAROLINAS,LLP TERMS AND CONDITIONS OF SERVICE The professional services(the"Services")to be provided by ECS CAROLINAS,LLP["ECS")pursuant 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES to the Proposal shall be provided in accordance with these Terms and Conditions of Service 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the Site for the ("Terms"),including any addenda as may be incorporated or referenced in writing shall form the performance of Services.CLIENT hereby grants ECS and its subcontractors and/or agents,the right Agreement between ECS and Client. to enter from time to time onto the property in order for ECS to perform its Services. CLIENT 1.0 INDEPENDENT CONSULTANT STATUS-ECS shall serve as an independent professional agrees to indemnify and hold ECS harmless from any claims arising from allegations that ECS consultant to CLIENT for Service on the Project,identified above,and shall have control over,and trespassed or lacked authority to access the Site. responsibility for,the means and methods for providing the Services identified in the Proposal, 7.2 CLIENT warrants that it possesses all necessary permits,licenses and/or utility clearances for including the retention of Subcontractors and Subconsultants the Services to be provided by ECS except where ECS'Proposal explicitly states that ECS will obtain such permits,licenses,and/or utility clearances. 2.0 SCOPE OF SERVICES-It is understood that the fees,reimbursable expenses and time 7,3 ECS will take reasonable precautions to limit damage to the Site and its improvements during schedule defined in the Proposal are based on information provided by CLIENT and/or CLIENT'S the performance of its Services.CLIENT understands that the use of exploration,boring,sampling, contractors and consultants. CLIENT acknowledges that if this information is not current,is or testing equipment may cause minor,but common,damage to the Site.The correction and incomplete or inaccurate,if conditions are discovered that could not be reasonably foreseen,or if restoration of such common damage is CLIENT'S responsibility unless specifically included in ECS' CLIENT orders additional services,the scope of services will change,even while the Services are in Proposal. progress. 7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against ECS 3.0 STANDARD OF CARE arising from(i)procedures associated with the exploration,sampling or testing activities at the 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal,ECS shall be Site,(ii)discovery of Hazardous Materials or suspected Hazardous Materials,or(iii)ECS'findings, expected to comply with and its performance evaluated in light of the standard of care expected conclusions,opinions,recommendations,plans,and/or specifications related to discovery of of professionals in the industry performing similar services on projects of like size and contamination. complexity at that time in the region(the"Standard of Care").Nothing contained in the 8.0 UNDERGROUND UTILITIES Proposal,the agreed-upon scope of Services,these Terms and Conditions of Service or any ECS 8.1 ECS shall exercise the Standard of Care in evaluating client-furnished information as well as report,opinion,plan or other document prepared by ECS shall constitute a warranty or guaranty information readily and customarily available from public utility locating services(the of any nature whatsoever. "Underground Utility Information")in its effort to identify underground utilities.The extent of such 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data gathered evaluations shall be at ECS'sole discretion. during performance of Services as well as those facts provided by the CLIENT.CLIENT 8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained by ECS acknowledges that such data collection is limited to specific areas that are sampled,bored,tested, may contain errors or be incomplete.CLIENT understands that ECS may be unable to identify the observed and/or evaluated. Consequently,CLIENT waives any and all claims based upon erroneous facts provided by the CLIENT,facts subsequently learned or regarding conditions in locations of all subsurface utility lines and man-made features. areas not specifically sampled,bored,tested,observed or evaluated by ECS. 6.3 CLIENT waives,releases,and discharges ECS from and against any claim for damage,injury or loss allegedly arising from or related to subterranean structures(pipes,tanks,cables,or other 3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives would be utilities,etc.)which are not called to ECS'attention in writing by CLIENT,not correctly shown on contrary to sound engineering practices,would violate applicable laws,regulations or codes,or will the Underground Utility Information and/or not properly marked or located by the utility owners, expose ECS to legal claims or charges,ECS shall so advise CLIENT. If ECS'professional judgment is governmental or quasi-governmental locators,or private utility locating services as a result of ECS' rejected,ECS shall have the right to terminate its Services in accordance with the provisions of or ECS'subcontractor's request for utility marking services made in accordance with local industry Section 25.0,below. standards. 3.4 If CLIENT decides to disregard ECS'recommendations with respect to complying with applicable Laws or Regulations,ECS shall determine if applicable law requires ECS to notify the 9.0 SAMPLES appropriate public officials. CLIENT agrees that such determinations are ECS'sole right to make. 9.1 Soil,rock,water,building materials and/or other samples and sampling by-products 4.0 CLIENT DISCLOSURES obtained from the Site are and remain the property of CLIENT. Unless other arrangements are requested by CLIENT and mutually agreed upon by ECS in writing,ECS will retain samples not 4.1 Where the Scope of Services requires ECS to penetrate a Site surface,CLIENT shall furnish consumed in laboratory testing for up to sixty(60)calendar days after the issuance of any and/or shall direct CLIENT'S consultant(s)or agent(s)to furnish ECS information identifying the document containing data obtained from such samples.Samples consumed by laboratory testing type and location of utility lines and other man-made objects known,suspected,or assumed to be procedures will not be stored. located beneath or behind the Site's surface. ECS shall be entitled to rely on such information for completeness and accuracy without further investigation,analysis,or evaluation. authorizes Unless CLIENT directs otherwise,and excluding those issues covered in Section 10.0,CLIENT authorizes ECS to dispose of CLIENT'S non-hazardous samples and sampling or testing process by- 4.2 "Hazardous Materials"shall include but not be limited to any substance that poses or may products in accordance with applicable laws and regulations. pose a present or potential hazard to human health or the environment whether contained in a product,material,by-product,waste,or sample,and whether it exists in a solid,liquid,semi-solid 10.0 ENVIRONMENTAL RISKS or gaseous form.CLIENT shall notify ECS of any known,assumed,or suspected regulated, 10.1 When Hazardous Materials are known,assumed,suspected to exist,or discovered at the contaminated,or other similar Hazardous Materials that may exist at the Site prior to ECS Site,ECS will endeavor to protect its employees and address public health,safety,and mobilizing to the Site. environmental issues in accordance with the Standard of Care.CLIENT agrees to compensate ECS 4.3 If any Hazardous Materials are discovered,or are reasonably suspected by ECS after its for such efforts. Services begin,ECS shall be entitled to amend the scope of Services and adjust its fees to reflect 10.2 When Hazardous Materials are known,assumed,or suspected to exist,or discovered at the the additional work or personal protective equipment and/or safety precautions required by the Site,ECS and/or ECS'subcontractors will exercise the Standard of Care in containerizing and existence of such Hazardous Materials. labeling such Hazardous Materials in accordance with applicable laws and regulations,and will 5.0 INFORMATION PROVIDED BY OTHERS-CLIENT waives,releases and discharges ECS from leave the containers on Site. CLIENT is responsible for the retrieval,removal,transport and disposal of such contaminated samples,and sampling process byproducts in accordance with and against any claim for damage,injury or loss allegedly arising out of or in connection with applicable law and regulation. errors,omissions,or inaccuracies in documents and other information in any form provided to ECS by CLIENT or CLIENT's agents,contractors,or consultants,including such information that becomes 10.3 Unless explicitly stated in the Scope of Services,ECS will neither subcontract for nor arrange incorporated into ECS documents. for the transport,disposal,or treatment of Hazardous Materials.At CLIENT'S written request,ECS may assist CLIENT in identifying appropriate alternatives for transport,off-site treatment,storage, 6.0 CONCEALED RISKS-CLIENT acknowledges that special risks are inherent in sampling,testing or disposal of such substances,but CLIENT shall be solely responsible for the final selection of and/or evaluating concealed conditions that are hidden from view and/or neither readably methods and firms to provide such services. CLIENT shall sign all manifests for the disposal of apparent nor easily accessible,e.g.,subsurface conditions,conditions behind a wall,beneath a substances affected by contaminants and shall otherwise exercise prudence in arranging for lawful floor,or above a ceiling.Such circumstances require that certain assumptions be made regarding disposal. existing conditions,which may not be verifiable without expending additional sums of money or 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in the disposal destroying otherwise adequate or serviceable portions of a building or component thereof. of Hazardous Materials,samples,or wastes as part of the Proposal,ECS shall do so only as Accordingly,ECS shall not be responsible for the verification of such conditions unless verification CLIENT'S agent(notwithstanding any other provision of this AGREEMENT to the contrary). ECS will can be made by simple visual observation.Client agrees to bear any and all costs,losses,damages not assume the role of,nor be considered a generator,storer,transporter,or disposer of and expenses(including,but not limited to,the cost of ECS'Additional Services)in any way arising Hazardous Materials. from or in connection with the existence or discovery of such concealed or unknown conditions. ECS Proposal 06:19462 and 06:19463 Er Page 1 1 mm t DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 10.5 Subsurface sampling may result in unavoidable cross-contamination of certain subsurface ECS by the CLIENT or jurisdiction(s)having authority over some or all aspects of the Project shall areas,as when a probe or excavation/boring device moves through a contaminated zone and links consist of ECS'inferences and professional opinions based on the limited sampling,observations, it to an aquifer,underground stream,pervious soil stratum,or other hydrous body not previously tests,and/or analyses performed by ECS at discrete locations and times.Such"certifications"shall contaminated,or connects an uncontaminated zone with a contaminated zone. Because sampling constitute ECS'professional opinion of a condition's existence,but ECS does not guarantee that is an essential element of the Services indicated herein,CLIENT agrees this risk cannot be such condition exists,nor does it relieve other parties of the responsibilities or obligations such eliminated. Provided such services were performed in accordance with the Standard of Care, parties have with respect to the possible existence of such a condition.CLIENT agrees it cannot CLIENT waives,releases and discharges ECS from and against any claim for damage,injury,or loss make the resolution of any dispute with ECS or payment of any amount due to ECS contingent allegedly arising from or related to such cross-contamination. upon ECS signing any such"certification." 10.6 CLIENT understands that a Phase I Environmental Site Assessment(ESA)is conducted solely 15.0 BILLINGS AND PAYMENTS to permit ECS to render a professional opinion about the likelihood of the site having a Recognized Environmental Condition on,in,beneath,or near the Site at the time the Services are conducted. 15.1 Billings will be based on the unit rates,plus travel costs,and other reimbursable expenses No matter how thorough a Phase I ESA study may be,findings derived from its conduct are highly as stated in the Professional Fees section of the Proposal.Any Estimate of Professional Fees stated limited and ECS cannot know or state for an absolute fact that the Site is unaffected or adversely in these Terms shall not be considered as a not-to-exceed or lump sum amount unless otherwise affected by one or more Recognized Environmental Conditions. CLIENT represents and warrants explicitly stated. CLIENT understands and agrees that even if ECS agrees to a lump sum or not-to- that it understands the limitations associated with Phase I ESAs. exceed amount,that amount shall be limited to number of hours,visits,trips,tests,borings,or samples stated in the Proposal. 11.0 OWNERSHIP OF DOCUMENTS 15.2 CLIENT agrees that all Professional Fees and other unit rates shall be adjusted annually to 11.1 ECS shall be deemed the author and owner(or licensee)of all documents,technical reports, account for inflation based on the most recent 12-month average of the Consumer Price Index letters,photos,boring logs,field data,field notes,laboratory test data,calculations,designs,plans, (CPI-U)for all items as established by www.bis.gov when the CPI-U exceeds an annual rate of 2.0%. specifications,reports,or similar documents and estimates of any kind furnished by it[the 15.3 Should ECS identify a Changed Condition(s),ECS shall notify the CLIENT of the Changed "Documents of Service"]and shall retain all common law,statutory and other reserved rights, Condition(s). ECS and CLIENT shall promptly and in good faith negotiate an amendment to the including copyrights.CLIENT shall have a limited,non-exclusive license to use copies of the Scope of Services,Professional Fees,and time schedule. Documents of Service provided to it in connection with the Project for which the Documents of 15.4 CLIENT recognizes that time is of the essence with respect to payment of ECS'invoices,and Service are provided until the completion of the Project. that timely payment is a material consideration for this agreement.All payment shall be in U.S. 11.2 ECS'Services are performed and Documents of Service are provided for the CLIENT'S sole funds drawn upon U.S.banks and in accordance with the rates and charges set forth in the use.CLIENT understands and agrees that any use of the Documents of Service by anyone other Professional Fees. Invoices are due and payable upon receipt. than the CLIENT,it's licensed consultants and its contractors is not permitted.CLIENT further 15.5 If CLIENT disputes all or part of an invoice,CLIENT shall provide ECS with written notice agrees to indemnify and hold ECS harmless for any errors,omissions or damage resulting from its contractors'use of ECS'Documents of Service. stating in detail the facts of the dispute within fifteen(15)calendar days of the invoice. CLIENT agrees to pay the undisputed amount of such invoice promptly. 11.3 CLIENT agrees to not use ECS'Documents of Service for the Project if the Project is 15.6 subsequently modified in scope,structure or purpose without ECS'prior written consent.Any pert ECS reserves the right to charge CLIENT y additional charge of One-and-One-half am reuse without ECS'written consent shall be at CLIENT'S sole risk and without liability to ECS or to percent(Or the maximum percentage allowed by Law,whichever is lower)Of the invoiced amount ECS'subcontractor(s). CLIENT agrees to indemnify and hold ECS harmless for any errors,omissions Per month for any payment received by ECS more than thirty isp calendar days from the date ie of the invoice,excepting any portion of the invoiced amount in dispute.All payments will be applied or damage resulting from its use of ECS'Documents of Service after any modification in scope, to accrued interest first and then to the unpaid principal amount. Payment of invoices shall not be structure or purpose. subject to unilateral discounting or set-offs by CLIENT. 11.4 CLIENT agrees to not make any modification to the Documents of Service without the prior 15.7 CLIENT agrees that its obligation to pay for the Services is not contingent upon CLIENT'S written authorization of ECS.To the fullest extent permitted by law,CLIENT agrees to indemnify, ability o obtain financing,zoning,a roval of governmental or regulatory agencies,permits,final defend,and hold ECS harmless from any damage,loss,claim,liability or cost(including reasonable y , PP g g y g p attorneys'fees and defense costs)arising out of or in connection with any unauthorized adjudication e a lawsuit,CLIENT'S successful completion Of the Project,settlement of a real estate transaction,receipt of payment from CLIENT'S client,or any other event unrelated to ECS provision modification of the Documents of Service by CLIENT or any person or entity that acquires or of Services. Retainage shall not be withheld from any payment,nor shall any deduction be made obtains the Documents of Service from or through CLIENT.CLIENT represents and warrants that from any invoice on account of penalty,liquidated damages,or other sums incurred by CLIENT. It the Documents of Service shall be used only as submitted by ECS. is agreed that all costs and legal fees including actual attorney's fees,and expenses incurred by ECS 12.0 SAFETY in obtaining payment under this Agreement,in perfecting or obtaining a lien,recovery under a 12.1 Unless expressly agreed to in writing in its Proposal,CLIENT agrees that ECS shall have no bond,collecting any delinquent amounts due,or executing judgments,shall be reimbursed by CLIENT. responsibility whatsoever for any aspect of site safety other than for its own employees.Nothing herein shall be construed to relieve CLIENT and/or its contractors,consultants or other parties 15.8 Unless CLIENT has provided notice to ECS in accordance with Section 16.0 of these Terms, from their responsibility for site safety. CLIENT also represents and warrants that the General payment of any invoice by the CLIENT shall mean that the CLIENT is satisfied with ECS'Services and Contractor is solely responsible for Project site safety and that ECS personnel may rely on the is not aware of any defects in those Services. safety measures provided by the General Contractor. 16.0 DEFECTS IN SERVICE 12.2 In the event ECS assumes in writing limited responsibility for specified safety issues,the 16.1 CLIENT,its personnel,its consultants,and its contractors shall promptly inform ECS during acceptance of such responsibilities does not and shall not be deemed an acceptance of responsibility for any other non-specified safety issues,including,but not limited to those relating active work on any project Of any actual Or suspected defects in the Services so r permit ECS t0 to excavating, shoring, backfillin blasting, other construction activities. take such prompt,effective remedial measures The c r ECS'opinion will reduce a eliminate the g' g' g' g' g' g' consequences of any such defective Services.The correction of defects attributable to ECS'failure 13.0 CONSTRUCTION TESTING AND REMEDIATION SERVICES to perform in accordance with the Standard of Care shall be provided at no cost to CLIENT. 13.1 CLIENT understands that construction testing and observation services are provided in an However,ECS shall not be responsible for the correction of any deficiency attributable to CLIENT- effort to reduce,but cannot eliminate,the risk of problems arising during or after construction or furnished information,the errors,omissions,defective materials,or improper installation of materials by CLIENT's personnel,consultants or contractors,or work not observed by ECS.CLIENT guaranation. CLIENT agrees that the provision of such Services does not create a warranty or shall compensate ECS for the costs of correcting such defects. guarantee of any type. 13.2 Monitoring and/or testing services provided by ECS shall not in any way relieve the CLIENT'S 16.2 Modifications to reports,documents and plans required as a result of jurisdictional reviews o contractor r CLIENT requests shall not be considered to be defects.CLIENT shall compensate ECS for the s)from their responsibilities and obligations for the quality or completeness of construction as well as their obligation to comply with applicable laws,codes,and regulations. provision of such Services. 13.3 ECS has no responsibility whatsoever for the means,methods,techniques,sequencing or 17.0 INSURANCE JCS represents that it and its subcontractors and subconsultants maintain procedures of construction selected,for safety precautions and programs incidental to work or Workers Compensation insurance,and that ECS is covered by general liability,automobile and services provided by any contractor or other consultant.ECS does not and shall not have or accept professional liability insurance policies in coverage amounts it deems reasonable and adequate. authority to supervise,direct,control,or stop the work of any contractor or consultant or any of ECS shall furnish certificates of insurance upon request.The CLIENT is responsible for requesting their subcontractors or subconsultants. specific inclusions or limits of coverage that are not present in ECS insurance package.The cost of 13.4 ECS strongly recommends that CLIENT retain ECS to provide construction monitoring and such inclusions or coverage increases,if available,will be at the expense of the CLIENT. testing services on a full time basis to lower the risk of defective or incomplete Work being 18.0 LIMITATION OF LIABILITY installed by CLIENT'S contractor(s). If CLIENT elects to retain ECS on a part time basis for any aspect of construction monitoring and/or testing,CLIENT accepts the risks that a lower level Of 18.1 CLIENT AGREES TO ALLOCATE CERTAIN RISKS ASSOCIATED WITH THE PROJECT BY LIMITING ECS'TOTAL LIABILITY construction quality may occur and that defective or incomplete work may result and not be TO CLIENT ARISING FROM ECS'PROFESSIONAL LIABILITY,I.E.PROFESSIONAL ACTS,ERRORS,OR OMISSIONS AND FOR ANY detected by ECS'part time monitoring and testing. Unless the CLIENT can show that the error Or AND ALL CAUSES INCLUDING NEGLIGENCE,STRICT LIABILITY,BREACH OF CONTRACr,OR BREACH OF WARRANTY,INJURIES, omission is contained in ECS'reports,CLIENT waives,releases and discharges ECS from and against DAMAGES,CLAIMS,LOSSES,EXPENSES,OR CLAIM EXPENSES(INCLUDING REASONABLE ATTORNEY'S FEES)RELATING TO any other claims for errors,Omissions,damages,injuries,or loss alleged to arise from defective Or PROFESSIONAL SERVICES PROVIDED UNDER THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BYLAW.THE incomplete work that was monitored or tested by ECS on a part time basis. Except as set forth in ALLOCATION IS AS FOLLOWS. the preceding sentence,CLIENT agrees to indemnify and hold ECS harmless from all damages, 18.1.1 If the proposed fees are$10,000 or less,ECS'total aggregate liability to CLIENT shall not costs,and attorneys'fees,for any claims alleging errors,omissions,damage,injury or loss allegedly exceed$20,000,or the total fee received for the services rendered,whichever is greater. resulting from Work that was monitored or tested by ECS on a part time basis. 18.1.2 If the proposed fees are in excess of$10,000,ECS'total aggregate liability to CLIENT shall 14.0 CERTIFICATIONS-CLIENT may request,or governing jurisdictions may require,ECS to not exceed$40,000,or the total fee for the services rendered,whichever is greater. provide a"certification"regarding the Services provided by ECS.Any"certification"required of ECS Proposal 06:19462 and 06:19463 Page 12 mm F DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 18.2 CLIENT agrees that ECS shall not be responsible for any injury,loss or damage of any nature, 23.2 CLIENT shall make no claim(whether directly or in the form of a third-party claim)against including bodily injury and property damage,arising directly or indirectly,in whole or in part,from ECS unless CLIENT shall have first provided ECS with a written certification executed by an acts or omissions by the CLIENT,its employees,agents,staff,consultants,contractors,or independent engineer licensed in the jurisdiction in which the Project is located,reasonably subcontractors to the extent such injury,damage,or loss is caused by acts or omissions of CLIENT, specifying each and every act or omission which the certifier contends constitutes a violation of its employees,agents,staff,consultants,contractors,subcontractors or person/entities for whom the Standard of Care.Such certificate shall be a precondition to the institution of anyjudicial CLIENT is legally liable. proceeding and shall be provided to ECS thirty(30)days prior to the institution of such judicial 18.3 CLIENT agrees that ECS'liability for all non-professional liability arising out of this proceedings. agreement or the services provided as a result of the Proposal be limited to$500,000. 23.3 Litigation shall be instituted in a court of competent jurisdiction in the county or district in which ECS'office contracting with the CLIENT is located.The parties agree that the law applicable 19.0 INDEMNIFICATION to these Terms and the Services provided pursuant to the Proposal shall be the laws of the 19.1 Subject Section 18.0,ECS agrees to hold harmless and indemnify CLIENT from and against Commonwealth of Virginia,but excluding its choice of law rules. Unless otherwise mutually agreed damages arising from ECS'negligent performance of its Services,but only to the extent that such to in writing by both parties,CLIENT waives the right to remove any litigation action to any other damages are found to be caused by ECS'negligent acts,errors or omissions,(specifically excluding jurisdiction. Both parties agree to waive any demand for a trial by jury. any damages caused by any third party or by the CLIENT.) 19.2 To the fullest extent permitted b Law,CLIENT agrees to indemnify, 24.0 CURING A BREACH p y g fy,and hold ECS harmless from and against any and all liability,claims,damages,demands,fines,penalties,costs and 24.1 A party that believes the other has materially breached these Terms shall issue a written expenditures(including reasonable attorneys'fees and costs of litigation defense and/or cure notice identifying its alleged grounds for termination.Both parties shall promptly and in good settlement)["Damages"]caused in whole or in part by the negligent acts,errors,or omissions of faith attempt to identify a cure for the alleged breach or present facts showing the absence of such the CLIENT or CLIENT'S employees,agents,staff,contractors,subcontractors,consultants,and breach. If a cure can be agreed to or the matter otherwise resolved within thirty(30)calendar clients,provided such Damages are attributable to:(a)the bodily injury,personal injury,sickness, days from the date of the termination notice,the parties shall commit their understandings to disease and/or death of any person;(b)the injury to or loss of value to tangible personal property; writing and termination shall not occur. or(c)a breach of these Terms.The foregoing indemnification shall not apply to the extent such 24.2 Either party may waive any right provided by these Terms in curing an actual or alleged Damage is found to be caused by the sole negligence,errors,omissions or willful misconduct of breach;however,such waiver shall not affect future application of such provision or any other ECS. provision. 19.3 It is specifically understood and agreed that in no case shall ECS be required to pay an 25.0 TERMINATION amount of Damages disproportional to ECS'culpability. IF CLIENT IS A HOMEOWNER,HOMEOWNERS' ASSOCIATION,CONDOMINIUM OWNER,CONDOMINIUM OWNER'S ASSOCIATION,OR SIMILAR RESIDENTIAL OWNER,ECS 25.1 CLIENT or ECS may terminate this agreement for breach or these terms,non-payment,Or a RECOMMENDS THAT CLIENT RETAIN LEGAL COUNSEL BEFORE ENTERING INTO THIS AGREEMENT TO EXPLAIN CLIENT'S failure to cooperate. In the event of termination,the effecting party shall so notify the other party RIGHTS AND OBLIGATIONS HEREUNDER,AND THE LIMITATIONS,AND RESTRICTIONS IMPOSED BYTHIS AGREEMENT. In writing and termination shall become effective fourteen(14)calendar days after receipt Of the CLIENT AGREES THAT FAILURE OF CLIENT TO RETAIN SUCH COUNSEL SHALL BEA KNOWING WAIVER OF LEGAL COUNSEL termination notice. AND SHALL NOT BE ALLOWED ON GROUNDS OF AVOIDING ANY PROVISION OF THIS AGREEMENT. 25.2 Irrespective of which party shall effect termination,or the cause therefore,ECS shall 19.4 IF CLIENT IS A RESIDENTIAL BUILDER OR RESIDENTIAL DEVELOPER,CLIENT SHALL INDEMNIFY AND HOLD promptly render to CLIENTa final invoice and CLIENT shall immediately compensate ECS for HARMLESS ECS AGAINST ANY AND ALL CLAIMS OR DEMANDSDUETO INIURYORLOSS INITIATED BY ONE OR MORE Services rendered and costs incurred including those Services associated with termination itself, HOMEOWNERS,UNIT-OWNERS,ORTHEIR HOMEOWNER'S ASSOCIATION,COOPERATIVE BOARD,OR SIMILAR GOVERNING including without limitation,demobilizing,modifying schedules,and reassigning personnel. ENTITY AGAINST CLIENT WHICH RESULTS IN ECS BEING BROUGHT INTOTHE DISPUTE. 26.0 TIME BAR TO LEGAL ACTION-Unless prohibited bylaw,and notwithstanding any Statute 19.5 IN NO EVENT SHALL THE DUTY TO INDEMNIFY AND HOLD ANOTHER PARTY HARMLESS UNDER THIS SECTION 19.0 that may provide additional protection,CLIENT and ECS agree that a lawsuit by either party INCLUDE THE DUTY TO DEFEND. alleging a breach of this agreement,violation of the Standard of Care,non-payment of invoices,or 20.0 CONSEQUENTIAL DAMAGES arising out of the Services provided hereunder,must be initiated in a court of competent jurisdiction no more than two(2)years from the time the party knew,or should have known,of 20.1 CLIENT shall not be liable to ECS and ECS shall not be liable to CLIENT for any consequential the facts and conditions giving rise to its claim,and shall under no circumstances shall such lawsuit damages incurred by either due to the fault of the other or their employees,consultants,agents, be initiated more than three(3)years from the date of substantial completion of ECS'Services. contractors or subcontractors,regardless of the nature of the fault or whether such liability arises in breach of contract or warranty,tort,statute,or any other cause of action. Consequential 27.0 ASSIGNMENT-CLIENT and ECS respectively bind themselves,their successors,assigns, damages include,but are not limited to,loss of use and loss of profit. heirs,and legal representatives to the other party and the successors,assigns,heirs and legal 20.2 ECS shall not be liable to CLIENT,or any entity engaged directly or indirectly by CLIENT,for representatives of such other party with respect to all covenants of these Terms. Neither CLIENT any liquidated damages due to any fault,or failure to act,in part or in total by ECS,its employees, nor ECS shall assign these Terms,any rights thereunder,or any cause of action arising therefrom, agents,or subcontractors. in whole or in part,without the written consent of the other.Any purported assignment or transfer,except as permitted above,shall be deemed null,void and invalid,the purported assignee 21.0 SOURCES OF RECOVERY shall acquire no rights as a result of the purported assignment or transfer and the non-assigning 21.1 All claims for damages related to the Services provided under this agreement shall be made party shall not recognize any such purported assignment or transfer. against the ECS entity contracting with the CLIENT for the Services,and no other person or entity. 28.0 SEVERABILITY-Any provision of these Terms later held to violate any law,statute,or CLIENT agrees that it shall not name any affiliated entity including parent,peer,or subsidiary entity regulation,shall be deemed void,and all remaining provisions shall continue in full force and or any individual officer,director,or employee of ECS,specifically including its professional effect.CLIENT and ECS shall endeavor to quickly replace a voided provision with a valid substitute engineers and geologists. that expresses the intent of the issues covered by the original provision. 21.2 In the event of any dispute or claim between CLIENT and ECS arising out of in connection with the Project and/or the Services,CLIENT and ECS agree that they will look solely to each other 29.0 SURVIVAL-All obligations arising prior to the termination of the agreement represented by for the satisfaction of any such dispute or claim. Moreover,notwithstanding anything to the these Terms and all provisions allocating responsibility or liability between the CLIENT and ECS contrary contained in any other provision herein,CLIENT and ECS'agree that their respective shall survive the substantial completion of Services and the termination of the agreement. shareholders,principals,partners,members,agents,directors,officers,employees,and/or owners shall have no liability whatsoever arising out of or in connection with the Project and/or Services 30.0 TITLES;ENTIRE AGREEMENT provided hereunder. In the event CLIENT brings a claim against an affiliated entity,parent entity, 30.1 The titles used herein are for general reference only and are not part of the Terms and subsidiary entity,or individual officer,director or employee in contravention of this Section 21, Conditions. CLIENT agrees to hold ECS harmless from and against all damages,costs,awards,or fees(including 30.2 These Terms and Conditions of Service together with the Proposal,including all exhibits, attorneys'fees)attributable to such act. appendixes,and other documents appended to it,constitute the entire agreement between 22.0 THIRD PARTY CLAIMS EXCLUSION-CLIENT and ECS agree that the Services are performed CLIENT and ECS. CLIENT acknowledges that all prior understandings and negotiations are solely for the benefit of the CLIENT and are not intended by either CLIENT or ECS to benefit any superseded by this agreement. other person or entity.To the extent that any other person or entity is benefited by the Services, 30.3 CLIENT and ECS agree that subsequent modifications to the agreement represented by such benefit is purely incidental and such other person or entity shall not be deemed a third party these shall not be binding unless made in writing and signed by authorized representatives of both beneficiary to the AGREEMENT. No third-party shall have the right to rely on ECS'opinions parties. rendered in connection with ECS'Services without written consent from both CLIENT and ECS, 30.4 All preprinted terms and conditions on CLIENT'S purchase order,Work Authorization,or which shall include,at a minimum,the third-party's agreement to be bound to the same Terms other service acknowledgement forms,are inapplicable and superseded by these Terms and and Conditions contained herein and third-party's agreement that ECS'Scope of Services Conditions of Service. performed is adequate. 30.5 CLIENT's execution of a Work Authorization,the submission of a start work authorization 23.0 DISPUTE RESOLUTION (oral or written)or issuance of a purchase order constitutes CLIENT's acceptance of this Proposal and its agreement to be fully bound the foregoing Terms. If CLIENT fails to provide ECS with a 23.1 In the event any claims,disputes,and other matters in question arising out of or relating to signed copy of these Terms or the attached Work Authorization,CLIENT agrees that by authorizing these Terms or breach thereof(collectively referred to as"Disputes"),the parties shall promptly and accepting the services of ECS,it will be fully bound by these Terms as if they had been signed attempt to resolve all such Disputes through executive negotiation between senior representatives by CLIENT of both parties familiar with the Project.The parties shall arrange a mutually convenient time for the senior representative of each party to meet.Such meeting shall occur within fifteen(15)days of either party's written request for executive negotiation or as otherwise mutually agreed. Should this meeting fail to result in a mutually agreeable plan for resolution of the Dispute,CLIENT and ECS agree that either party may bring litigation. ECS Proposal 06:19462 and 06:19463 Page 13 L� F DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 ECSCAR01 DATE(MM Do ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1/12/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is 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 CONTACT Meg S. Lee, CIC Andersen Insurance Group PHONE 703-988-0900 FAX Ext. 102 A/C,No,Ext: (A/C,No): 5870 Trinity Parkway ADDRESS: meg@theandersengrp.com Suite 130 INSURER(S)AFFORDING COVERAGE NAIC# Centreville,VA 20120 INSURERA:Cincinnati Insurance Company 10677 INSURED INSURER B:Hartford Fire Insurance Company 19682 ECS Carolinas, LLP INSURER C:Federal Insurance Company 20281 14026 Thunderbolt Place INSURER D: `Y Hartford Casualty Insurance Co. 29424 Suite 500 INSURER E: Chantilly,VA 20151 INSURER F: 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 CONTRACTOR 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. LTR TYPE OF INSURANCE NSR ADDLSUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY X X ENP0219991 12/01/2015 12/01/2016 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(ERENTED occurrence) $500,000 CLAIMS-MADE FXI OCCUR MED EXP(Any one person) $10,000 • Contractual Liab PERSONAL&ADV INJURY $1,000,000 • X C LI GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X PRO LOC $ JECT B AUTOMOBILE LIABILITY X X 42ABMS9642 1210112015 121011201 Ea aB D cidetSINGLE LIMIT $1'000'000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ C X UMBRELLA LIAB X OCCUR X X 79891344 1210112015 121011201 EACH OCCURRENCE s5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000 DED I X RETENTION$O $ D WORKERS COMPENSATION X 42WNMS9633 1210112015 121011201 X T,ORYTLMITS EERH AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE All States Endt E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N] NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Excess Liability X X EXS0220000 1210112015 121011201 $5,000,000 Limit of Ins Excess of$5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) ECS job nos. 06.23206, 06.23206-A, 06.23207, 06.23207-A-Environment and Agriculture Center- Hillsborough, INC/Proposed Library Site, Carrboro, INC Certificate Holder is included as an Additional Insured on all policies except Worker's Compensation. CERTIFICATE HOLDER CANCELLATION Orange Count SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE g y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough, INC 27278 AUTHORIZED REPRESENTATIVE 0 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S162750/M148750 MEF DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 ECSCARO-01 JTORREZ ACORO CERTIFICATE OF LIABILITY INSURANCE DAT D/YYYY) 1//12/212/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is 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 CONTACT NAME: Ames&Gough PHONE FAX 8300 Greensboro Drive A/C No EXt:(703)827-2277 a/c,No): (703)827-2279 Suite 980 E-MAIL-ADDRESS:admin@amesgough.com McLean,VA 22102 ADDRESS: g g INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company(CNA)A,XV 20443 INSURED INSURER B: ECS Carolinas, LLP INSURER C7 9001 Glenwood Avenue INSURER D: Raleigh, NC 27617 INSURER E: INSURER F: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE 1:1 PREMISES OCCUR DAMAGE TO Ea RENTED o ccurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. AEH288257904 06/15/2015 06/15/2016 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ECS Job Number:06.23207,06.23207-A,06.23206,06.23206-A ECS Job Description: Environment and Agriculture Center—Hillsborough,NC Proposed Library Site—Carrboro,NC CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.BOX County WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 The Cincinnati Indemnity Company ` A Stock Insurance Company CrHE Headquarters: 6200 S. Gilmore Road, Fairfield, OH 45014-5141 INCINNATI Mailing address: P.O. Box 145496, Cincinnati, OH 45250-5496 INSURANCE COMPANIES www.cinfin.com■ 513-870-2000 COMMON POLICY DECLARATIONS Billing Method:AGENCY BILL POLICY NUMBER ENP 021 99 91 NAMED INSURED ECS CAROLINAS LLP, ECS CENTRAL PLLC 14026 THUNDERBOLT PL ADDRESS SUITE 500 (Number& Street, CHANTILLY, VA 20151-3295 Town, County, State&Zip Code) Previous Policy Number: ENP0219991 Policy Period: At 12:01 A.M., STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE All coverages except Automobile and/or Garage Policy number: ENP 021 99 91 FROM: 12-01-2015 TO: 12-01-2016 Automobile and /or Garage Policy number: FROM: TO: Agency THE ANDERSEN INSURANCE GROUP 45-108 City CENTREVILLE, VA Legal Entity/Business Description ORGANIZATION (ANY OTHER) IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. FORMS APPLICABLE TO ALL COVERAGE PARTS: IA4298NC 01/07 NORTH CAROLINA NOTICE TO POLICYHOLDERS OF PROPERTY EXCLUSIONS IA4418NC 12/12 NORTH CAROLINA NOTICE TO POLICYHOLDERS OF PROPERTY EXCLUSIONS IA461 06/10 COINSURANCE CONTRACT IL0017 11/98 COMMON POLICY CONDITIONS IA102A 09/08 SUMMARY OF PREMIUMS CHARGED IA904 04/04 SCHEDULE OF LOCATIONS IA4236 01/15 POLICYHOLDER NOTICE TERRORISM INSURANCE COVERAGE IP404TN 06/94 IMPORTANT INFORMATION TO POLICYHOLDERS TENNESSEE IP446 08/01 NOTICE TO POLICYHOLDERS IA4117NC 04/15 NORTH CAROLINA CHANGES - CANCELLATION AND NONRENEWAL IA4154NC 12/97 WINDSTORM OR HAIL REJECTION FORM IA4238 01/15 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM IA4338 05/11 SIGNATURE ENDORSEMENT IA4442 05/14 NOTICE TO POLICYHOLDERS - EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA-RELATED LIABILITY IA4450SC 01/15 SOUTH CAROLINA NOTICE TO POLICYHOLDERS - POLICY COVERAGES AND LIMITATIONS IA460 04/04 PROTECTIVE SAFEGUARDS IL0022 05/87 EFFECTIVE TIME CHANGES - REPLACEMENT OF 12 NOON IL0194 07/02 SOUTH CAROLINA CHANGES - LEGAL ACTION AGAINST US MI1429 09/91 NOTICE TO SOUTH CAROLINA INSUREDS FMD502 07/08 COMMERCIAL PROPERTY COVERAGE PART DECLARATIONS GAD532 07/08 COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS IAD509 01 12 Page 1 of 2 ENP 021 99 91 DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 THE CINCINNATI INDEMNITY COMPANY A Stock Insurance Company COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Attached to and forming part of POLICY NUMBER:ENP 021 99 91 Named Insured is the same as it appears in the Common Policy Dedarations LIMITS OF INSURANCE EACH OCCURRENCE LIMIT $ 1,000,000 GENERAL AGGREGATE LIMIT $ 2,000,000 PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT $ 2,000,000 PERSONAL &ADVERTISING INJURY LIMIT $ 1,000,000 ANYONE PERSON OR ORGANIZATION DAMAGE TO PREMISES RENTED TO YOU LIMIT ANYONE $100,000 limit unless otherwise indicated herein: $ SEE GA233 PREMISES MEDICAL EXPENSE LIMIT $5,000 limit unless otherwise indicated herein: $ SEE GA233 ANYONEPERSON CLASSIFICATION CODE PREMIUM RATE ADVANCE PREMIUM NO. BASE A-Area Products/ All Other Products/ All Other B-Payroll Completed Completed C-Gross Sales Operations Operations D-Units E-Other CONTRACTORS - 91581 E- - SUBCONTRACTED WORK (NC) TOTAL COST ENGINEERS OR ARCHITECTS 92663 B- - (NC) INCL PROD AND/OR COMP OP ENGINEERS OR ARCHITECTS 92663 B— — (SC) INCL PROD AND/OR COMP OP ENGINEERS OR ARCHITECTS 92663 B— - (TN) INCL PROD AND/OR COMP OP PRIMARY/NONCONTRIBUTORY 29956 ■ AUTOMATIC ADD. INSURED - 29970 _ CONTRACTORS OPERATIONS CONTRACTORS BROADENED 29975 _ COVERAGE ADDITIONAL INSUREDS - 29940 - OWNER, LESSEE, CONTRACTOR ADDITIONAL INSUREDS - 29963 ■ OWNER, LESSEE, CONTRACTOR ADDITIONAL INSUREDS - 29964 ■ OWNER, LESSEE, CONTRACTOR The General Liability Coverage Part is subject to an annual minimum premium. TOTAL ANNUAL PREMIUM $- GAD532 07 08 ENP 021 99 91 Page 1 of 2 DocuSign Envelope ID:800D8824-FA55-4AFE-9F41-84305E3BCA56 FORMS AND/ OR ENDORSEMENTS APPLICABLE TO COMMERCIAL GENERAL LIABILITY COVERAGE PART: GA101 12/04 COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG0300 01/96 DEDUCTIBLE LIABILITY INSURANCE CG2010 07/04 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION CG2037 07/04 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS CG2243 07/98 EXCLUSION - ENGINEERS, ARCHITECTS OR SURVEYORS PROFESSIONAL LIABILITY CG2404 10/93 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US GA233 02/07 CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT GA3024 05/14 EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA-RELATED LIABILITY - WITH LIMITED BODILY INJURY EXCEPTION GA369 11/02 EXCLUSION - EXTERIOR INSULATION AND FINISH SYSTEMS ("EIFS") AND DIRECT-APPLIED EXTERIOR FINISH SYSTEMS ("DEFS") - BROAD FORM GA382 03/02 FUNGI OR BACTERIA EXCLUSION GA4094 10/01 PRIMARY / NONCONTRIBUTORY AMENDMENT OF CONDITIONS FOR DESIGNATED ADDITIONAL INSUREDS GA4113 11/99 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION - YOUR WORK GAD532 07 08 ENP 021 99 91 Page 2 of 2 DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organ ization s : Locations of Covered Operations ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE ANY LOCATION AT WHICH WORK OR REQUIRED TO NAME UNDER THIS ENDORSEMENT IN A OPERATIONS ARE PERFORMED BY YOU OR WRITTEN CONTRACT OR AGREEMENT ON YOUR BEHALF Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who is an Insured is amended to This insurance does not apply to "bodily injury' include as an additional insured the person(s) or"property damage" occurring after: or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", 1. All work, including materials, parts or "property damage" or "personal and advertis- equipment furnished in connection with ing injury' caused, in whole or in part, by: such work, on the project (other than ser- vice, maintenance or repairs) to be per- 1. Your acts or omissions; or formed by or on behalf of the additional insured(s) at the location of the covered 2. The acts or omissions of those acting on operations has been completed; or your behalf; 2. That portion of "your work" out of which in the performance of your ongoing operations the injury or damage arises has been put for the additional insured(s) at the location(s) to its intended use by any person or or- designated above. ganization other than another contractor B. With respect to the insurance afforded to or subcontractor engaged in performing these additional insureds, the following addi- operations for a principal as a part of the tional exclusions apply: same project. CG 20 10 07 04 ©ISO Properties, Inc., 2004 DocuSign Envelope ID: 800D8824-FA55-4AFE-9F41-84305E3BCA56 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): Location and Description of Completed Opera- tions ANY PERSON OR ORGANIZATION FOR WHOM YOU ANY LOCATION AT WHICH WORK OR ARE REQUIRED TO NAME UNDER THIS OPERATIONS WERE PERFORMED BY YOU OR ON ENDORSEMENT IN A WRITTEN CONTRACT OR YOUR BEHALF AGREEMENT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II - Who is an Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury' or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". CG 20 37 07 04 ©ISO Properties, Inc., 2004