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HomeMy WebLinkAbout2016-258-E DEAPR - Summit Design and Engineering Services for geotechnical services 000wSWn Envelope ID:roEroC40~^CE8-418r~^r0r-78004o4r00*4 [Departmental Use Only] TITLE EOand Heirs Geotech FY 2015-2016 ORANGE COUNTY CONTRACT UNDER $15,000,00 NORTH CAROLINA THIS AGREEMENT, rnudo and entered into this thirteenth day ofMay, 2016, ("Effective Date") by and between Orange County, North Carolina, apn|dicu| subdivision of the State of North Carolina, (the "Conuty"), party of the firatpart; and Summit Design and Engineering Services (the "Poovider")` party ofthe second part; WITNESSE77H: For the purpose and subject tu the terms and conditions hereinafter set forth, the County hereby contracts for the services of the provider, and the Provider agcuou to provide the following services to the County in accordance with the terms of this Agreement,time being ofthe essence: The services and/or nnu1eria|a (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as fbUovve: This contract is to furnish Orange County with u uohoorfaco exploration and geuteohnicu| evaluation for a parcel of land (nvvne, by the S.L. EDund Heirs, Ll.C) that County is considering purchasing adjacent to the County owned Soccer Center on West Ten Road in Efland North Carolina. The term o[this agreement rendered shall he from May |3, 28l6to June 30, 2Ol6 . Provider represents and agrees that Provider ioquu|ificdto perform and fully capable o[performing and providing the oun/icoo required or ocoenoug' under this Agreement in a fully competent, professional and timely manner tothe satisfaction of the County. Provider ebaU be responsible for all nnnro or omissions, in the performance of the Agreement. Provider ahoi| uoouu1 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 abaU Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS [ Paymen : The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this /\grecnueoL The amount to he paid by the County mhuU not exceed five thousand two hundred dollars, ($5,200.00). Payment abaU be made within thirty (30) days of an invoice properly submitted 10 County. Should Provider fail to pedbon its duties under the 1enna of this /\grsmnoeut, County may, without fault orpenalty, vvitbbm|d any payment associated with the work to he performed until such time ua said work iacompleted. , 2= Non—waiver: Failure by County u1 any time tu require the performance by Provider ofany 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 he held 10 be u waiver of any succeeding hreuub or u waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider aboO operate as an independent contractor and the County sbuU not be responsible for any ofthe Provider's ao1m or omissions. The provider xhuU not hutreated as an employee with respect tothe Services performed hereunder for federal or state tax, unemployment or vvockccu' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall he withheld or paid hy the County on behalf ofthe Provider oc the employees uf the Provider. Revised 1/16 1 000wSWn Envelope ID:roEroC40~^CE8-418r~^r0r-78004o4r00*4 4. Insurance: Provider shall obtain at its mole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager au such insurance /equirocncrVe are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (cuob document is incorporated herein by reference and may be viewed at If County's Risk Manager determines additional insurance coverage ia required such additional insurance shall consist ufN/A (if no additional insurance required mark N/A aa being not opp|icuh|e). Provider shall not commence work until such insurance is in effect and cerdficu1ioothereof has been received bythe County's Risk Manager. 5. : The Provider agrees to defend, indemnify, and hold bunn|ems Orange County from all losses, liabilities, oiuinna, demands, ankx, uoutn` damages or czpenucm (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 n:|u1ed to the Services to be performed pursuant<o this Agreement on the part of the Provider. (. Termination: This Agreement may be terminated at any time by mutual written agrsoouco1 of the parties orbythe County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice 0o the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to he bound by all of its 1cona, and further agree that it constitutes the uurop|ctu and exclusive wiu1enoon1 of the Agreement between the pmfica nn|cme and until modified in p/d1in& and signed by the parties. This Agreement together with any amendments or modifications may be executed o|eoinouival|v. All electronic signatures affixed hereto evidence the intent of the 9mfiea to comply with Article l|}\ and /\dic|c 40 of North Carolina General Statute Chapter 66. @. Priori : In determining the basic services to he provided, should any doounueu1e he referenced in or attached tothis Agreement, the terns of this Agreement shall have priority iu any conflict between the terms of referenced documents and the terms of this Agreement. 9\ Both pmficm agree that this Agreement mbuU be governed bythe |uwu of the State of North Carolina. Provider shall u1 all times remain in compliance with all applicable local, state, and tedocu} iumwo, rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement Provider affiunmthat Provider ie and shall remain iu compliance with Article 2of Chapter 64 of the North Carolina General Statutes. 10. Dispute Resolution: Any and all enho or actions\o enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement ohuU be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. Itin agreed bythe parties that no other court oba|| have jurisdiction or venue with respect to such aubo or actions. Binding arbitration may not be initiated hy either Party, however, the Parties may agree \o nonbinding mediation of any dispute prior to the bringing of such suit oraction. l] : Provider acknowledges that County is u governmental entity, and the validity of this Agreement ia 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 10 County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised 1/16 DocuSign Envelope ID:7DEFBC40-ACE8-418F-A707-78004D4F60A4 IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER DocuSigned by: DocuSigned by: 66vuVUtt, RMKAtY� MA, V(,W" By:[� By[ 0 5/14/2016 60tft11y9 NVftfFdger 16 Tit i�LT'Md ff dent 200 S. Cameron St. Summit Design and Engineering Services P.O. Box 8181 504 Meadowland Drive Hillsborough,NC 27278 Hillsborough,NC 27278 Revised 1/16 DocuSign Envelope ID:7DEFBC40-ACE8-418F-A707-78004D4F6OA4 ACOORL> CERTIFICATE OF® DATE(MM/DD/YYYY) LIABILITY INSURANCE 5/11/2016 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 Ellen Walker NAME: Business Insurers of Carolinas PHON o ,,, (919)968-4611 FAX No:(919)968-8991 800 Eastowne Drive, Suite 208 E-MAIL ewalker@business-insurers.com ADDRESS: PO BOX 2536 INSURERS AFFORDING COVERAGE NAIC# Chapel Hill NC 27515-2536 INSURERA:Ohio Security 24082 24082 INSURED INSURERB:Peerless Indemnity Ins Co 18333 Summit Design And Engineering Services Pllc INSURERC:Ohio Casualt Insurance Co 24074 24074 504 Meadowlands Dr INSURER D: INSURER E: Hillsborough NC 27278 INSURER F: COVERAGES CERTIFICATE NUMBER:CL164114973 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 SUER POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DDIYYYY MM/DDIYYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ X Y BKS55764212 1/1/2016 1/1/2017 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT POLICY PRO—[::] LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: Experience Mod Factor 1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident B X ANY AUTO BODILY INJURY(Per person) $ A O SCHEDULED AUU TOS S AUTOS X BA8907831 4/2/2016 4/2/2017 BODILY INJURY(Per accident) $ y NON-OWNED PROPERTY DAMAGE X HIRED AUTOS Ix AUTOS Per accident $ Experience Mod Factor $ X UMBRELLA LIAR OCCUR EACH OCCURRENCE $ 61000,000 C EXCESS LIAB CLAIMS-MADE AGGREGATE $ 6,000,000 X $DED RETENTION WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE I ER ANY PROPRIETOR/PARTNER/EX ECUTIVE NIA E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? A (Mandatory in NH) y xWS55764212 1/1/2016 1/1/2017 E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Phase I ESA - Efland Hrs Soccer Property Orange County 2015-2016 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 S Cameron Street ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough, NC: 27278 AUTHORIZED REPRESENTATIVE Ellen Walker/ELLEN � � ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(?()14(111 000wSWn Envelope ID:roEroC40~^CE8-418r~^r0r-78004o4r00*4 USUMNIT 919.732.3883 SUMMIT-ENGINEER-COM DESIGN AND ENGINEERING SERVICES 504 Meadowtand Drive, HiUsborough,NC 27278 April |2'3O|6 Orange County Department of Environment,Agriculture,Parks and Recreation 306A Revere Rd. Hillsborough,North Carolina 27278 Attn: Marabet6 Cmrn,ASLA—LmudmcapwArobitect Re&nrumoo: Proposal for Subsurface Exploration& GuotuchmicmlXCvulmmtton Soccer Center Expansion(EOuodHeirs) Hillsborough,North Carolina Summit Proposal No.: G\6'O22 Summit Design and Engineering Services, PLLC (Summit) is pleased to present this proposal to pcdboo a subsurface exploration and gemrxbnioa1 evaluation for the referenced project located adjacent to and east ofthe Soccer Center *n West Ten Road iu BOuud, North Carolina. This proposal has been prepared pursuant to your request and our understanding of your needs. This proposal describes our understanding of the project, ourpropmmedeuopnofuerviooaondfec, 00duneotinom1edaohedule [oruompintionofoor report. PROJECT INFORMATION Based upon our review of the provided maps, we understand the County is evaluating expansion options at the 37 acre puzoo| located eooi of the existing soccer center. Final grade e|ovu1iooy are not known; however we assume up to 15 ft. of cut on the knoll on the northwestern portion of the site. Clearing for boring access will be require u subcontractor with heavy equipment. SCOPE OF SERVICES Based on our understanding of the project and the existing site conditions, Summit proposes with following scope of services to provide geotechnical recommendations for grading and development of the subject site. Task 00 1 —Field Enloration Planning We will review readily-available geo(echniouJ and geologic nnupu and literature covering the site from x genteobnica| standpoint. We will mark the locations of our proposed hoduQa and oo6Fv North Carolina One-Call tolocate. Task 002—Field Exploration For the subsurface exploration,we will perform 6 soil test borings with standard penetration testing(SPT)for a total ofYOLF. DocuSign Envelope ID:7DEFBC40-ACE8-418F-A707-78004D4F60A4 Proposal for Subsurface Exploration Summit Proposal# G 16-0022 Soccer Center Expansion April 12,2016 Efland,North Carolina Within each boring, samples of subsurface soils will be taken at 2-'1/2 foot intervals above a depth of 10 feet. After 10 feet, we will sample every 5 feet to the full depth explored. An engineer or geologist from Summit will maintain a log of soil encountered and to obtain soil samples. Standard penetration tests will be conducted in conjunction with split-spoon sampling in general accordance with ASTM D 1586-99. All borings will be performed to the above indicated depths or auger refusal, whichever occurs first. Rock coring is not planned. Upon completion of the borings, measurements of groundwater levels will be taken and boreholes will be backfilled up to the original ground surface with auger cuttings. Task 003—Laboratory Testing Representative portions of soil samples will be returned to our laboratory for visual observation, classification, and laboratory testing. Atterberg limits and #200 sieve wash analysis tests will be conducted for soil classification and to evaluate physical and engineering characteristics of the subsurface soils. All laboratory testing will be performed in accordance with applicable ASTM standards. Task 004—Geotechnical Report Based on the results of the field exploration and laboratory testing, we will provide a written evaluation based on the site's suitability for the proposed development. This subsurface report will be signed and sealed by a professional engineer registered in the state of North Carolina, and will include the following information: • General description of the site, subsurface soils, and groundwater conditions; • Boring logs with soil strata descriptions, groundwater, and Standard Penetration Test N-values as a function of depth; • Depth and location of any rock or unsuitable materials encountered in borings; • Construction and earthwork recommendations, including subgrade preparation, grading and compaction requirements, effect of weather or equipment on soil during construction, groundwater control, analysis of expansive clays, or other deleterious conditions, etc. Recommendations on possible repair measures; • General recommendations for excavation of on-site materials; ® Suitability of on-site soils for reuse as structural fill; ® Cut and fill slope recommendations; ® Pavement recommendations for both flexible (asphalt) and rigid (concrete); and ® Results of laboratory testing. SCHEDULE We will schedule our field services upon receiving a written Authorization to Proceed and a signed Standard Contract for Professional Services. We expect that all fieldwork (clearing and drilling) will require 2 days to complete, provided there are no delays due to weather or unforeseen conditions. Completion of the visual classification, lab work, preparation of the boring logs,and the geotechnical report will be completed within 10 business days after the drilling has been completed. 2 000wSWn Envelope ID:roEroC40~^CE8-418r~^r0r-78004o4r00*4 Proposal for Subsurface Exploration Summit Proposal#G\6'OO22 Soccer Center Expansion April l2, 20|6 BOand,North Carolina FEE Wc propose to perform the above outlined oczvionm on adzuc and materials basis in accordance with the attached Schedule of Standard Rates. For each site, we have calculated u fee for the scope of services, as seen below: • ..................................... $1,800-00 • Drilling, Lab and Reporting................................................... Total: $5,200.00 Should the scope be modified, we will invoice for the services added at an additional unit rate in a000cdaooc with the attached {3eo1cuhoicni Schedule of Standard Rates. P|cuoc note that invoices are to be paid within 30 days CLOSURE Our services will be performed in a manner consistent with that level of care and skill ordinarily exercised by other members of Summit's profession practicing in the same locality, under similar conditions and at the date the acnioey are provided. Our conclusions, opinions, and recommendations will be based on limited number of observations and data. Itio possible that conditions could vary between or beyond the data evaluated. Summit makes no guarantee or warranty, express or implied, regarding the services, communication(oral or written),report,opinion,or instrument of service provided. We appreciate the opportunity to aubnud this proposal and look forward to working with you on this project. If we have excluded any services that are required, please contact us oo that we can modify this proposal, or provide an additional proposal, for these services. If you have any questions concerning this proposal, please contact umat your convenience a1(9)9) 732-300J. Sincerely, Don Dewey,P.E. Vice Preallon —GcotechooJ Engineering 3 DocuSign Envelope ID:7DEFBC40-ACE8-418F-A707-78004D4F60A4 £ a H °—' 0 0 0 0 6 0 0 0 0 0 6 0 0 6 o 0 0 0 I v v� ,Z cn w° w° w° P. w° w° w° w° w° w° w° P. w° w° uj pj j uj w° w° w° w° Q pj i i i i i u i i i i i i i a s a s a en z °o °O °o °O °o ° °O ° °o °o ° °o °O °o °O ° °O °O °O °o °o °o °o °o °o °o ° °o °o °o °o °o ti O O O O O d' h N N �O O o0 �n O V1 O �/1 V1 O O O o0 �O O O O O O O O O vl 69 .-� .-� .-i .-� 4A to FA N FA V vl � N O t O ^; 69 7 Vl Vl M 69 �O 00 d' V E63 b9 69 b9 64 �f3 69 69 69 43 FA 69 b9 Hi cfi N /. GS EA 69 69 Ef3 EA b9 I q M 4. w o> a to c Z cv7 ° o o Uro v o ao U C7 n a CL bn¢ u on Q a pa w o x 4 �� °° � ` ° 8 H E c ro rn C2 C'O V2 m U H o� o ° an on bo n o 0 0 0 tm a Q Q o o CI. o- n. a 0 x 0 0 0 ° .o .5 Q pa° c 0 0 0 0 0.0.a, H ffi 0 0 0 U � � � > �, � '.c a"oi � � � x x x x � cd cH x .� o �, � 0 O 0 0 :b U bA U U U U U N O g U a '� ❑ 3 0 0 ti 0 0 0 0 0 0 0 o x x x ,� a ro 0 � A Q O H Q Q Q Q Q v W a1 W w cL x W W w a1 a c, x x a v v O 0 0 0 0 0 0 0 O N U U N U N 4J N 7J N N N N N T aaaa. a. a, a. a. a aaaaaaaaaa a a as + 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o y O O o w 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o ri v v o co 0 0 0 0 v o0 0 0 0 0 o vi vi o 0 c 0 0 0 '0 6�A � ~- N_ V ff3 46] O_ r- m n h M a d 2 GI) EA 69 :A si 61:3 IA ffj 69 FH fdY 69 U e ° b U U O G 0 > U O W N p R TL cq W O @ .� '� w chi rA 0 Q v w Y g W on W n o Q Ca Q bb 5 ° o vHi .a a�'i o c U Q 3 � `� o 04 a o 7Aw W a an o4 FG ti a Gw. y C C �' W `� a>i a>i }_' ° ° o 'o p ''a ❑ .�' �' °: ,-°: a w ❑ W W 'op n U o o fl o H c .tp O a; U ° U � > m U Zn V) N o o 5 ° ° o o a p Q o ° o !� 3 0 0 H ° o o a @ 'an a `° h b o U Q N U 40. b a W o aoi v Q 0 0 y c ca ° W u o 'o W ° a� > d W cn C7 U C7 C7 v v) U O W z v z d U vD a --+ N m V V'1 �O r- oo 0, O IC r� W 0� O DocuSign Envelope ID:7DEFBC40-ACE8-418F-A707-78004D4F60A4 SU, IT DESIGN AND ENGINEERING SERVICES Standard Contract for Professional Services Client Name —Orange County Proposal No: G16-0005 Address 306A Revere Rd. Project Location Soccer Center Expansion Hillsborough,North Carolina 27278 Efland,North Carolina Contact Marabeth Carr Phone 919 245-2516 E-mail ID.c qu yi ty t2 ,gq_y, Description of Work Geotechnical Exploration and Engineering Evaluation per Summit Proposal No.: G16-0022 Fee Schedule M Fixed Fee-Amount: $5,200.00 F-1 Hourly Billable Rates Expenses and/or outside services will be billed at 1.15 times our direct cost and are not included in the fee schedule options shown above. As a policy, Summit Design and Engineering Services,PLLC does not bill for mileage (with the exception of CEI & Geotechnical Services), in-house reproductions,or in-house postage. Payment Conditions: Summit reserves the right to stop work for non-payment. Invoices must be paid in full before final documents are submitted. F-1 Retainer amount: M To be billed upon completion with payment due upon receipt. F-1 To be billed monthly with payment due upon receipt. All past due invoices are subject to a service charge of 1.5%per month. This proposal is valid for 30 days from the date it is signed by Summit. (Pagel of 3) DocuSign Envelope ID:7DEFBC40-ACE8-418F-A707-78004D4F60A4 TERMS AND CONDITIONS ARTICLE I: CLIENT'S RESPONSIBILITIES Summit shall not be required to make continuous or exhaustive inspections to check the A) Client's Representative: The Client shall appoint a representative quantity and quality of the Work nor shall Summit be responsible for the Contractor's authorized to act on the Client's behalf with respect to the Project. The Client or failure to perform the Work in accordance with the Contract Documents. its representative shall make decisions in a timely manner regarding all aspects of 2)Work Site Safety: Client agrees that Summit shall not supervise or direct,or have any the Project, shall examine documents submitted by Summit Design and responsibility for, control over or charge of, the Contractors' work or the construction Engineering Services, PLLC (hereinafter referred to as Summit) and render means, methods, techniques, sequences or procedures, or for the work site safety decisions in a timely manner to avoid unreasonable delay in the orderly and precautions or programs in connection with the Work.These rights and responsibilities are sequential progress of Summit's services and the Project schedule accepted by solely those of the party or parties performing the actual construction of the Project. Client. Neither the professional activities of Summit,nor the presence of Summit personnel and B) Client's Program and Budget Requirements: Client shall provide Summit subconsultants at the construction site,shall relieve the Contractors and any other entity of full information in a timely manner regarding all its requirements for the Project their obligations, duties and responsibilities including, but not limited to, construction including its objectives, schedule, criteria, constraints and budget including means, methods, sequence, techniques or procedures necessary for performing, reasonable contingencies. superintending or coordinating all portions of the Work safely and in accordance with any C) Right of Entry: Client shall provide right of entry for Summit, its staff, health or safety requirements of any regulatory agency.The Client agrees that the Client, subconsultants,and all necessary equipment to complete the Work Summit will Summit and its subconsultants shall be indemnified by the Contractors and shall be made take reasonable precautions to minimize damage to property. Client understands additional insureds under the Contractors'general,umbrella and excess liability insurance that in the normal course of work some damage may occur, the correction of policies. which is not part of this Agreement. 3) Submittals and Shop Drawings: If the Scope of Services includes the review of D) Required Information: Client will furnish Summit all information, Contractor submittals and shop drawings,then Summit will review such submittals and requirements, data, reports, surveys and instructions required to complete the shop drawings for the limited purpose of checking for conformance with the design Scope of Services, including identifying the type and location of underground concept expressed and the information provided in the Construction Documents. This improvements and utilities, and all existing conditions. Summit shall have the review shall not include review of the accuracy or completeness of details, such as right to rely upon the completeness and accuracy of such information. Client quantities, dimensions, weights or gauges, fabrication processes, construction means or acknowledges that certain assumptions will be made regarding existing conditions methods,coordination of the work with other trades or construction safety precautions,all that cannot be verified without destruction or damage to existing facilities.To the of which are the responsibility of the Contractors. The review shall be conducted with fullest extent permitted by law,Client agrees to waive all claims against,and to reasonable promptness while allowing sufficient time in Summit's judgment to permit hold harmless and indemnify, Summit and its subconsultants, for damages to adequate review. Review of a specific item shall not indicate that Summit has reviewed underground improvements and utilities and for any costs associated with the entire assembly of which the item is a component. Summit shall not be responsible for undisclosed existing conditions. any deviations from the Contract Documents not brought to its attention in writing by the E) Invoices: Summit will render invoices every thirty days. Payment is due Contractor. Summit shall not be required to review partial submissions or those for which upon presentation of invoice and is past due thirty(30)days from invoice date, submissions of correlated items have not been received. Client agrees to pay a service charge of one and one half percent(1'/z%) per 4)Requests for Clarification or Interpretation: Summit shall provide,with reasonable month,or the maximum rate allowed by law,on past due accounts. Payment of promptness, written responses to requests from Contractors for clarification and invoices shall not be subject to any discounts,set-offs,or backcharges by Client interpretation of the requirements of the Contract Documents. If such requests for unless agreed to in writing by Summit.Client shall pay all costs,expenses,and information, clarification or interpretation are, in Summit's professional opinion, for distributions, including collection agency fees and expenses, court costs and information readily apparent from reasonable observation of field conditions or a review reasonable attorneys' fees incurred by Summit, in the event collection or legal of the Contract Documents,or reasonably inferable therefrom,Summit shall be entitled to processes are employed to collect outstanding bills. additional compensation at its regular billing rates for its time spent responding to such F)Sales Tax: Client will pay any applicable sales tax whenever deemed to be requests. due. Payment terms are exclusive of sales tax. 5) Record Documents: If required by the Scope of Services, upon completion of the G)Non-Solicitation:Throughout the course of the working contract,and Work, Summit shall compile for and deliver to the Client a reproducible set of Record subsequently on year thereafter as described herein the Client shall not solicit Documents conforming to the marked-up prints, drawings and other data furnished to for employment,nor employ,hire or promote the voluntary termination of any Summit by the Contractor. This set of Record Documents will show significant changes Summit Employee. made during construction. Because these Record Documents are based on unverified ARTICLE II: SUMMIT'S RESPONSIBILITIES information provided by other parties that Summit will assume to be reliable, Summit cannot and does not warrant their accuracy. A) Standard of Care: Summit shall perform the services called for by this E) Insurance: Summit shall maintain worker's compensation insurance required by law. Agreement with the level of care and skill ordinarily exercised by members of the Summit represents and warrants that it maintains general liability and property damage same professions currently practicing under similar conditions. No other insurance. Certificates for such policies shall be provided to Client upon written request. warranty, expressed or implied, is made. Client acknowledges that increased Client shall maintain at its own cost and expense, its own general liability and property costs and changes may be required due to omission, ambiguities and damage insurance. Client and Summit waive all rights against each other and Summit's inconsistencies in the drawings and specifications. Client agrees to set aside a subconsultants, agents and employees for damages caused by any peril to the extent contingency of at least 3%of the Project construction cost to pay for these costs covered by the property insurance maintained by Client,except to the extent such proceeds and changes. Client further agrees it will make no claims against Summit for any are held by Client as trustee. This waiver of subrogation shall be effective as to a person such costs and changes covered by such contingency fund, or entity even though that person or entity would otherwise have a duty of indemnification, B) Compliance with Laws, Codes and Standards: Consistent with the contractual or otherwise, did not pay the insurance premium directly or indirectly, and professional standard of care, Summit will comply with laws, codes, and whether or not the person or entity had an insurable interest in the property damaged. standards applicable to the Project design as of the effective date of this Agreement or the issuance of the construction plans and specifications,whichever Article III:General Legal Provisions is later. A) Ownership of Documents: Drawings, specifications, and all other documents C) Certifications: Summit shall sign,if requested by Client,a statement that to prepared by Summit or its subconsultants,including those in electronic form(collectively the best of its knowledge, information and belief, based in whole or in part on "Design Documents") are instruments of service. Summit shall retain all common law, information provided by others,the accuracy of which has not been verified,that statutory and other reserved rights, including copyright thereto. The Design Documents, the Project has been completed in general conformance with the plans and including those in electronic form are furnished for use solely with respect to this specifications. Summit shall not be required to sign any documents,no matter by Agreement. Client is permitted to retain copies of the Design Documents,including those whom requested,in which Summit is required to certify,guarantee or warrant the in electronic form,for information and reference in connection with the Project. Client existence of conditions the existence of which Summit has not or cannot ascertain, shall not use the Design Documents, including those in electronic form furnished by D) Construction Phase Services: If construction phase services are required in Summit or its subconsultants on other projects, for additions to this Project, or for the the Scope of Services,the following terms shall apply: completion of this Project by others,without the express written consent of Summit. Any 1)Site Observation- If site observation visits are to be provided by Summit, reuse without written consent shall be at Client's risk and full legal responsibility. Summit shall visit the site at intervals appropriate to the stage of the B) Client agrees to hold harmless and indemnify Summit and its subconsultants from any construction,or as otherwise expressly agreed to in the Scope of Services, in and all claims, suits, demands, damages, liabilities, and costs, including reasonable order to observe the progress and quality of the work completed by the attorney fees,arising from such reuse. contractor. Such observation is not meant to be an exhaustive check or a C) Retention of Documents: Summit will retain, pursuant to its usual document detailed inspection of the contractor's work but rather to allow Summit to retention policy,records relating to the Work for a period of three(3)years following become generally familiar with the progress of the Work and to determine in completion of the Work. During this period,records will be made available to the Client general if the work is being performed in a manner indicating that,when fully at Summit's offices during normal business hours upon seven(7)day's notice. completed, the work will be in accordance with the Contract Documents. (Page 2 of 3) DocuSign Envelope ID:7DEFBC40-ACE8-418F-A707-78004D4F60A4 D) Asbestos and Hazardous Materials:Unless otherwise specifically provided limitation and repose shall commence to run at the earlier of either the date of Substantial in the Scope of Services, Summit and its subconsultants shall have no Completion of the Project or the date Summit's services are substantially complete. responsibility for the discovery, presence, handling, removal, or disposal of H) Assigns: Neither the client nor Summit may delegate,assign,or transfer his duties or asbestos or hazardous or toxic materials. interest in this Agreement without consent of the other party, except Summit may in its ETermination and Suspension: This Agreement may be terminated by either discretion utilize qualified subconsultants in the performance of the Scope of Services. party upon seven(7)days written notice in the event of substantial failure by the I)Force Majeure:Neither parry to this Agreement shall be liable to the other for delays in other party to perform in accordance with the terms hereof. Such termination performing the obligations called for by this Agreement,or the direct and indirect costs shall not be effective if the substantial failure is remedied before expiration of the resulting from such delays,that are caused by labor strikes,riots,war,acts of government seven(7) days. Client's failure to pay invoices within thirty(30)days shall be authorities, extraordinary weather conditions or other natural catastrophe, or any other deemed a substantial failure to perform. In such event, Summit may terminate cause beyond the reasonable control or contemplation of either party. this Agreement or immediately suspend the performance of services until such J) No Third-Party Beneficiaries:Nothing in this Agreement shall create a contractual failure has been cured. The Client may terminate this Agreement for its relationship with or give any right or benefit to any third party, convenience upon fourteen(14)days written notice. In the event of a termination I) Severability,Reformation and Survival: If any provision in this Agreement is held for convenience,Client will pay Summit for services performed to the termination invalid, illegal,or unenforceable,the enforceability of the remaining provisions shall not effective date plus reasonable termination expenses within ten(10)calendar days be impaired thereby. The invalid,illegal or unenforceable provision shall be replaced by a of receipt of a final invoice, mutually acceptable provision,which,being valid,legal and enforceable,comes closest to In the event the project,or any phase of it is delayed for reasons beyond Summit's the parties' intention underlying the invalid, illegal or unenforceable provision, control,unbilled work will be invoiced at the standard hourly rates for the actual Limitations of liability, indemnities, and other express representations shall survive number of hours expended. Completed phases will be billed at fees quoted termination of this Agreement for any cause. herein. L) Risk Allocation/Limitation of Liability:Client and Summit have discussed the risks, E) Disputes: In an effort to resolve any conflicts that arise during the design or rewards,and the benefit of the project and Summit's total fee for services. The risks have construction of the Project or after completion of the Project,all claims,disputes, been allocated such that the Client agrees that to the fullest extent permitted by law, or other matters in question between the parties to this Agreement that arise out of Summit's total liability to Client and construction contractors and subcontractors for any or relate to this Agreement or the breach thereof shall be submitted to nonbinding and all injuries,claims,losses,expenses,damages or claims expenses arising out of this mediation before a neutral third-party mediator acceptable to both parties. Such Agreement from any cause or causes,is limited to and shall not exceed Summit's fee or mediation shall be a condition precedent to the commencement of any legal action $250,000 whichever is smaller. Such causes include but are not limited to design arising out of this Agreement except those legal proceedings related to Client's professional's negligence, negligent misrepresentation, errors, omissions, strict liability failure to pay. and breach of contract.Higher limits of liability are available for a negotiated fee. The mediation shall be conducted in accordance with the Constriction M) Indemnification: To the fullest extent permitted by law,Client agrees to indemnify Industry Mediation Rules of the American Arbitration Association currently in and hold harmless Summit, its officers,directors, employees, agents, and subconsultants effect unless the parties agree otherwise. The cost of the mediator shall be borne from all claims, damages, injuries, liabilities, costs and expenses, including reasonable equally by the parties.A demand for mediation shall be made within a reasonable attorneys fees arising from or claimed to arise from the acts,omissions,negligence,fault, time after the claim,dispute or other matter has arisen. In no event shall such breach of contract,breach of warranty,or strict liability of Client or its employees,agents, demand be made after the date applicable statutes of limitation or repose would contractors and subcontractors. bar a legal or equitable action based on such claim,dispute or other matter, N) Consequential Damages:Notwithstanding any other provision of this Agreement and In the event of litigation relating to the sufficiency or adequacy of to the fullest extent permitted by law,neither Client nor Summit shall be liable for any performance of services called for by this Agreement, should Summit obtain a consequential damages incurred due to the fault of the other party regardless of the nature judgment dismissing Client's action or claim or other resolution wherein Summit of the fault or whether it was committed by Client, Summit, their employees, agents, is not required to make compensation to Client in excess of its final offer made to subconsultants or subcontractors. Consequential damages include,but are not limited to, Client in the mediation,Summit shall be entitled to recover all costs incurred in loss of use and loss of profit. the defense of the claim including staff time,court costs,expert witness fees,and O) Complete Agreement: This Agreement constitutes the entire agreement between the reasonable attorneys'fees,and other claim related expenses. parties hereto and supersedes all previous understandings and agreements with respect to F) Choice of Law/Venue: This Agreement shall be governed by the laws of the Project or any of the provisions hereof. No statement, promise, condition, the state in which the Summit office identified below is located,without regard understanding,inducement,or representation,oral or written,expressed or implied,which to its law of conflict of laws.Any legal action or proceeding shall be venued in is not contained herein shall be binding or valid and this Agreement shall not be changed, the State or Federal Court nearest the municipality in which Summit's office is modified or altered in any manner except by an instrument in writing executed by the located, parties hereto. G) Statute of Limitations/Repose: Causes of action pertaining to this Agreement shall be deemed to have accrued and the applicable statutes of By signing this Agreement,you are consenting to the Terms and Conditions set forth herein. Please retain a copy for yourself and return the signed Original to Summit Design and Engineering Services,PLLC. Client: Orange County Summit Design and Engineering Services Address: 306A Revere Rd. Address: 504 Meadowland Drive City/State: Hillsborough,North Carolina 27278 City/State: Hillsborough,NC 27278 By: [SIGN] y: [SIGN] (Print Name) (Print Name) Date: Date: (Page 3 of 3)