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HomeMy WebLinkAbout2017-637-E AMS - ECS Southeast, LLP for subsurface exploration, preliminary geotechnical engineering services for Coleman Loop parcel DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB [Departmental Use Only] TITLE GeoTechnical MBF FY 2017/18 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 15th day of November, 2017, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and ECS Southeast, LLP, (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)Providing Subsurface Exploration and Preliminary Geotechnical Engineering Services per ECS Proposal No. 06:20542-GP dated November 7, 2017 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant 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. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is Revised 10/17 1 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit A (ECS Proposal No. 06:20542-GP). ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. Revised 10/17 2 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be November 15, 2017. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Eight Thousand Five Hundred Dollars ($8,500.00). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Jeff Thompson to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner'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 Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not Revised 10/17 3 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity 7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver Revised 10/17 4 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County's convenience and without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. Revised 10/17 5 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB 10.4 Dispute Resolution 10.4.1 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 and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant 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 Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. Revised 10/17 6 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 Notices and Signatures 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Consultant's Name &Address Attention: Jeff Thompson ESC Southeast, LLP P.O. Box 8181 9001 Glenwood Avenue Hillsborough,NC 27278 Raleigh,NC 27617 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 7 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: ECS Southeast, LLP �---000ssea ev: 000ssa ny: bovuvut,Awko t,s(ui 11/22/2017 (Ua('{i,t,w (9{,sun,,p,f, 11/20/2017 Bwraaoi...... r... 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Id d1 I "Setting the Standard for Service" 1111111111 1iiuuuuul ..........,M C CCtochPIII d SMS " .P�1C1111" DPIIPI I .ndSl I°SG,;Ilhh a yr pclist ip d I ligHip inig I iron 111)(d IIirir�uCdiCir Iltlduml .,yi4f+iprt C,a:*oIogi,t4 Iirnl c101)@i I.+ogi,t,^i(^d I.:riginp,-iuiq I''uln .i250 November 7, 2017 Mr.Jeffrey E.Thompson Director,Asset Management Services Orange County Government 131 West Margaret Lane, Suite 300 PO Box 8181 Hillsborough, North Carolina, 27278 ECS Proposal No. 06:20542-GP Reference: Proposal for Subsurface Exploration and Preliminary Geotechnical Engineering Services Coleman Loop Parcel 1510 NC Highway 86 North Hillsborough, Orange County, North Carolina Dear Mr.Thompson, As requested, ECS Southeast, LLP (ECS) is pleased to present the following proposal for providing subsurface exploration and preliminary geotechnical engineering services for the proposed Coleman Loop Parcel in Hillsborough, North Carolina. In preparing this proposal, we have had the opportunity to review the provided boring location plan and discuss the overall project with you and Mr. Tony Whitaker, PE with Civil Consultants. We have also reviewed the available geologic and geotechnical information in our files for the general site vicinity. PIIIO,iIIf;;C " II..; If;;SCIIIIIIIIfT III ON ECS understands the subject site is located at 1510 NC Highway 86 North in Hillsborough, North Carolina. The property is further identified by the Orange County Online GIS Database as Parcel Identification Number 9865685784 (21.2 acres). We understand the southeastern portion of the property is currently developed with an existing single-story structure and associated pavements. The western and northern portions of the site are heavily wooded. The existing ground surface ranges from Elevation 670 feet along the ridge within the western portion of the site and falls towards the southeast to Elevation 634 feet. The site also falls to the northwest down to Elevation 652 feet. We have received a subsurface Boring Location Plan prepared by Civil Consultants and dated November 6, 2017 from the Client. The project development plans are unknown to ECS at this time. ECS understands that the primary project concerns are the excavation characteristics of the natural soils and the quality of subgrade within the developed portions of the site. 001 Glenwood Avelino, Il ulogh, NC 2/61/ / ro II 919 861.9910 II 919.861 9911 uac lluurr otmoV.c on I,i,CS C amlo0 Semmes,PO LCD * FCS [cola,II II C w PCS Mod Al l d1nloic,II II C * CO, ;S IMoidwoml,II..I0 C; * I;,i,C S So ufhe:« 1,II 0 P « I,i,C S Ilex as, I0 LP DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB h°u U11 8 l m 1 y %111 � laiii lll� Jr I I)1 11 r 1 1 11 00i II 1 101 11101101 111 III I I 11111 III 11111 In order to evaluate the subsurface conditions within limits of the proposed development, a subsurface exploration consisting of a series of soil borings will be performed. The scope of services proposed for this subsurface exploration and preliminary geotechnical engineering analysis is given in the following section. BASEI SCOPE i GE TECHNICAL SERVICES In establishing our current scope of services, we have evaluated the nearby boring data, in the context of your planned development, to determine the appropriate boring depths. Our integrated services will include drilling of soil borings, laboratory testing of representative soil samples for pertinent engineering properties, various engineering analyses, and preparation of a preliminary engineering report. The borings will be extended to the proposed depths below the existing ground surface, unless auger refusal causes them to be terminated at a more shallow depth. Upon completion of drilling operations, the samples will be returned to our laboratory in Raleigh, North Carolina for further identification and testing. Our proposed scopes of field and laboratory services are as follows: if iellld i,;:xpllls ration a. Field locate borings by using hand-held GPS unit, referencing existing site features, and using available plans. Elevations will be interpolated from civil drawings and/or referenced from published topographical maps. b. Clear paths through wooded areas using chainsaws and/or a skid steer mounted brush cutter or similar clearing equipment to provide drill rig access to the borings locations. c. Mobilize an ATV or track-mounted drilling rig to the site. d. Perform up to 12 borings to depths of 20 feet below existing grades and up to 3 borings to depths of 5 feet below existing grades within the existing pavement areas. e. Perform Standard Penetration Test (SPT) tests at standard intervals within the borings for engineering analysis. f. Measure depth of groundwater within each boring at time of drilling and prior to backfilling. Laboratory Testing a. Perform up to 2 natural moisture tests. b. Perform up to 2 gradation analysis tests(wash sieve). c. Perform up to 2 Atterberg Limit tests. Mnllll MiN 1 r II(, rar /r)',/i%—(;1' 4,,,,g„00 4Ni4Nil DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB iy� �4h°u l 1 u y Y %1111 Jeli�laiii llll J r/1)I l i r 1 1 1001 11 1 11 11101101 111 III I 1 11111111 11111 Report Upon completion of testing and engineering analysis, we will prepare a written engineering report that presents our findings and preliminary recommendations. The preliminary engineering report will include the following items: a. Observations from our site reconnaissance including current site conditions, surface drainage features, and surface topographic conditions. b. A review of the published geologic conditions and their relevance to your planned development. c. A subsurface characterization and a description of the field exploration and laboratory tests performed. d. Final logs of the soil borings and records of the field exploration prepared in accordance with the standard practice for geotechnical engineering. A boring location plan will be included, and the results of the laboratory tests will be plotted on the final boring logs or included on a separate test report sheet. e. Preliminary foundation recommendations. f. Preliminary recommendations for slab-on-grade construction. g. Evaluation of the on-site soil characteristics encountered in the soil borings. Specifically, we will discuss the suitability of the on-site materials for reuse as engineered fill. We will also include a discussion of the excavation characteristics of the encountered materials, compaction requirements, and suitable material guidelines. h. Preliminary pavement recommendations. Recommendations for seismic site classification in accordance with the 2012 North Carolina Building Code. j. Recommendations for additional testing and/or consultation that might be required to complete the geotechnical assessment and related engineering for this project. Il mu,:illiiity Clearance We will contact North Carolina One Call to locate underground utilities at the site; however, our experience indicates that North Carolina One Call will not locate utilities beyond the point of distribution (meters or gauge points) on private property. We will coordinate our test boring/pit locations in order to avoid any underground utilities indicated by the North Carolina One Call locating system. To facilitate safety for the public, the structure and ECS and due to the developed nature of the site, a private utility locating service is required for this project. Our lump sum fee includes the cost for ECS to retain a private locator service to locate utilities beyond the meters and public utilities at the site. ECS Mnllll MiN 1 r ,l 1 I(, rar /r)',/i%—(;1' 44,00 4Ni4Nil DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB h°uiy�1NU,�fov y.Y"'l�%��1111"Jel �iiii lll�� �1 �� `/r u i I if 111 111 1 101 1 11 1011 III I 1 11111 01 11111 will also coordinate with the Owner, utility companies, and municipalities concerning the location of underground utilities within the planned work areas. Contracting a private utility locator service is not a guarantee that all utilities within a work site will be identified, but a service that is offered to lower the risk of the owner/client. ECS and our clients have had past success in avoiding utility conflicts by augmenting the North Carolina One Call services with a private utility locator service. Private utility locator services can identify utility alignments that incorporate significant iron content in the conduit materials. However, private utilities possessing the higher likelihood of not being easily identifiable, beyond the point of distribution, include all utilities not containing significant ferrous (iron) content (examples would include but not be limited to most sanitary sewer alignments, copper or PVC water lines, fiber optic lines without tracer ribbons, copper electric lines with no surface exposure, drainage tiles/pipes, and irrigation lines). Where a private locator service identifies a potential risk that is not traceable through conventional methods, ECS will notify the client immediately and work to resolve the issue. Additional costs related to the resolution of these potential utility conflicts will be invoiced out per our unit rates, as identified in this proposal, or as negotiated and approved at the time of the occurrence. Where a private locator service identifies a potential risk that is not traceable through conventional methods, ECS will notify the client immediately and work to resolve the issue. Additional costs related to the resolution of these potential utility conflicts will be invoiced out per our unit rates, as identified in this proposal, or as negotiated and approved at the time of the occurrence. Site Restoration Upon completion of subsurface exploration drilling/test pitting, we will backfill each of the excavations with the excavated soil and mound the excess spoil back up over the test location. In pavement areas, we will patch the asphalt surface with a cold mix asphalt patch of an equivalent or greater thickness of asphalt. Typically, we will not provide site restoration beyond what is outlined above unless specifically contracted to do so. Alternatively, we will remove excess spoils from job sites and dispose of them in an approved manner for a negotiated fee. Please note that some disturbance to off-pavement surface areas, including the possible rutting of lawns, cutting of trees, running over of brush and understory in wooded areas might occur. We will attempt to minimize such disturbance; however, we have not budgeted for site restoration of the site including filling of tire ruts, seeding of lawn areas, or the planting of trees. If necessary, additional site restoration can be provided at an additional cost. Since clearing of site vegetation is required to access the proposed boring locations, please note that minimum 10-foot wide cleared paths will result. We will attempt to minimize disturbance, but felled trees and cleared underbrush should be anticipated in cleared paths. Our Cost Estimate does not include any restoration of cleared areas, moving/chipping of felled trees, etc. If there are any areas where clearing is not to be performed (such as in Resource Protection Areas (RPA) or other areas),those MillllI MiN 1 r l 1 ir)i)/ii (mmm a 1' J NN INNIIIIII NNIUNiI DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB � Vih°o1.1 io %1111 Jeli�laiii /Hullo 1 11 1 10001 1 11 011 III I 1 11111001 11111 areas must be clearly marked on plans provided to us and should be delineated in the field with flagging prior to our mobilization to the site. ECS cannot be responsible for disturbance of sensitive or restricted areas not identified in this manner. 01 0101' ECS will provide the base scope of services outlined in this proposal for a lump sum fee of $8,500.00 based on our unit rates that will be provided upon request. Our fee assumes that the proposed site is reasonably accessible based upon our assumptions detailed in this proposal. If any additional services are requested or required based on differing site conditions, we will contact your office (or assigned representative) for verbal and written authorization for additional services. Any additional services will be performed in accordance with our project unit rates on a time and material basis. SCIII DU III,,,E In preparing this proposal, we have assumed that the client will assist in the coordination of our access to the site with the current site owners/occupants. We anticipate being able to mobilize to the site within approximately 5 days after authorization to proceed and notification that the appropriate on-site personnel have been informed. We anticipate that the drilling operations will require about 3 days, and that the laboratory testing, after drilling is completed, will require about 4 days. Therefore, for time budget purposes, the entire scope should take about 4 weeks from initial authorization through final report submission. Verbal comments on findings can be provided within three days of completion of the borings, if requested. OP If IIIOII AIII,,,SiE;III VIIICiE;S ECS is capable of conducting additional services that can benefit your project greatly. We have provided a one optional service below for your consideration. Optional Seismic Refraction Testing You or your designers may be concerned with the potential for shallow zones of hard materials that if present, may present difficult excavation issues during mass grading. As an optional service, ECS can perform a seismic refraction survey at the site. The seismic refraction method of subsurface exploration is a non-invasive technique primarily used to determine the depth of soil, partially weathered rock (PWR), and competent rock layers. In addition to depth information, seismic velocity data provides an indication of material density or hardness and can be used in estimating excavation techniques that may be required for site development. Compressive waves are timed from an initiation point on the surface of the ground to receivers (geophones) located some distance away. Wave velocities increase as they are refracted off harder layers. By increasing the source to receiver distance over a straight line, a graph of time Mnllll MiN 1 r II(, rar /r)',/i%—(;1' (mmm J- J I wNMtlmlll wNiuNil DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB IIIIIImmmwmmmmmmmmopmmpmm nsities) and depths of the refraction array is limited tion array typically ranges to that some areas of the s,etc. 000. If you would like ECS t !posal Acceptance sheet. UG lected field conditions or because of a request for additional ance with our current Fee Schedule. Before modifying or ogram, you would be informed of our intentions for both :h are included as an attachment to this letter, is an integral esent the curre..t recommendations of the Geoprofessional !rs'Council, and the Geo-Institute of the American Society of :ive written authorization prior to initiation of work, and a work product. This letter is the agreement for our services. icated by signing and returning the enclosed copy to us. We ,r our services and look forward to working with you on the Ramsey, E.1. :t Manager !Meer Icp>;-' Prc!e ite as: ;al Ac !et and( Service ;ed ns Figure y lair DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB lll�o 1�1fil�1 111III,l o r 1).I1 1 i I I r ii 01 1 ii i 1111 iii 1 11111 ECS Southeast, LLP Proposal No.: 06: 20542-GP Scope of Work: Subsurface Exploration and Preliminary Geotechnical Engineering Services Project: Coleman Loop Parcel Client Signature: Date: Base Scope and Optional Services Base Scope of Geotechnical Services ($8,500): Signature above indicates acceptance of the base scope. Seismic Refraction Testing ($3,000): ❑ Yes ❑ No Please complete this page and return one copy of this proposal to ECS to indicate acceptance of this proposal and to initiate work on the above-referenced project. The Client's signature above also indicates that he/she has read or has had the opportunity to read the accompanying Terms and Conditions of Service and agrees to be bound by such Terms and Conditions of Service. BILLING INFORMATION (Please Print or Type) Name of Client: Name of Contact Person: Telephone No. of Contact Person: Party Responsible for Payment: Company Name: Person/Title Department: Billing Address: Telephone Number: Fax Number: Client Project/Account Number: Special Conditions for Invoice: Submittal and Approval: ECS offers a full array of services to assist you with all phases of your project, including but not limited to: Phase I, II and Ill Environmental Site Third Party Mechanical, Electrical, Building Envelope, Roofing, and Assessments Plumbing Inspections Services Waterproofing Inspection and Archaeological Assessments Geotechnical Engineering Services Consultation Wetlands Delineations Construction Materials Testing Pre and Post Construction Asbestos/Lead Paint Services Septic/Drainfield Design Services Condition Assessments Specialty Materials and Indoor Air Quality Mold Services LEED Consulting Services Forensics Testing Please indicate any of the services you are interested in and a member of the ECS team will contact you to discuss how we can be of service to your project. it toy J NN INNIIIIII NN UNiI DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB ECS Proposal No.06:20542-GP Client:Orange County Government ECS SOUTHEAST, LLP TERMS AND CONDITIONS OF SERVICE The professional services (the "Services") to be provided by ECS SOUTHEAST. LLP harmless from any claims arising from allegations that ECS trespassed or lacked ["ECS"] pursuant to the Proposal shall be provided in accordance with these Terms and authority to access the Site. Conditions of Service ("Terms"), including any addenda as may be incorporated or 7,2 CLIENT warrants that it possesses all necessary permits, licenses and/or utility referenced in writing shall form the Agreement between ECS and Client. clearances for the Services to be provided by ECS except where ECS' Proposal 1.0 INDEPENDENT CONSULTANT STATUS - ECS shall serve as an independent explicitly states that ECS will obtain such permits,licenses,and/or utility clearances. professional consultant to CLIENT for Service on the Project, identified above. and shall 7.3 ECS will take reasonable precautions to limit damage to the Site and its have control over,and responsibility for,the means and methods for providing the Services improvements during the performance of its Services. CLIENT understands that the identified in the Proposal,including the retention of Subcontractors and Subconsultants use of exploration, boring, sampling, or testing equipment may cause minor, but common, damage to the Site. The correction and restoration of such common 2.0 SCOPE OF SERVICES-It is understood that the fees, reimbursable expenses damage is CLIENT'S responsibility unless specifically included in ECS'Proposal. and time schedule defined in the Proposal are based on information provided by CLIENT 7,4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against and/or CLIENT'S contractors and consultants. CLIENT acknowledges that if this ECS arising from(i)procedures associated with the exploration,sampling or testing information is not current, is incomplete or inaccurate, if conditions are discovered that activities at the Site,(ii)discovery of Hazardous Materials or suspected Hazardous could not be reasonably foreseen, or if CLIENT orders additional services. the scope of Materials, or (iii) ECS' findings. conclusions. opinions, recommendations, plans, services will change,even while the Services are in progress. and/or specifications related to discovery of contamination. 3.0 STANDARD OF CARE 8.0 UNDERGROUND UTILITIES 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal, 8.1 ECS shall exercise the Standard of Care in evaluating client-furnished information ECS shall be expected to comply with and its performance evaluated in light as well as information readily and customarily available from public utility locating of the standard of care expected of professionals in the industry performing services(the"Underground Utility Information") in its effort to identify underground similar services on projects of like size and complexity at that time in the utilities.The extent of such evaluations shall be at ECS'sole discretion. region (the "Standard of Care"). Nothing contained in the Proposal, the 8 2 CLIENT recognizes that the Underground Utility Information provided to or obtained agreed-upon scope of Services,these Terms and Conditions of Service or any by ECS may contain errors or be incomplete. CLIENT understands that ECS may ECS report,opinion,plan or other document prepared by ECS shall constitute be unable to identify the locations of all subsurface utility lines and man-made a warranty or guaranty of any nature whatsoever. features. 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data 8 3 CLIENT waives, releases, and discharges ECS from and against any claim for gathered during performance of Services as well as those facts provided by the damage, injury or loss allegedly arising from or related to subterranean structures CLIENT. CLIENT acknowledges that such data collection is limited to specific areas (pipes,tanks,cables,or other utilities,etc.)which are not called to ECS'attention in that are sampled, bored, tested, observed and/or evaluated. Consequently, writing by CLIENT, not correctly shown on the Underground Utility Information CLIENT waives any and all claims based upon erroneous facts provided by the and/or not properly marked or located by the utility owners,governmental or quasi- CLIENT,facts subsequently learned or regarding conditions in areas not specifically governmental locators,or private utility locating services as a result of ECS'or ECS' sampled,bored,tested,observed or evaluated by ECS. subcontractor's request for utility marking services made in accordance with local 3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives industry standards. would be contrary to sound engineering practices, would violate applicable laws, regulations or codes,or will expose ECS to legal claims or charges. ECS shall so 9.0 SAMPLES advise CLIENT. If ECS'professional judgment is rejected,ECS shall have the right 9.1 Soil,rock,water,building materials and/or other samples and sampling by-products to terminate its Services in accordance with the provisions of Section 25.0,below. obtained from the Site are and remain the property of CLIENT. Unless other 3.4 If CLIENT decides to disregard ECS'recommendations with respect to complying arrangements are requested by CLIENT and mutually agreed upon by ECS in with applicable Laws or Regulations,ECS shall determine if applicable law requires writing, ECS will retain samples not consumed in laboratory testing for up to sixty ECS to notify the appropriate public officials. CLIENT agrees that such (60) calendar days after the issuance of any document containing data obtained determinations are ECS'sole right to make. from such samples.Samples consumed by laboratory testing procedures will not be stored. 4.0 CLIENT DISCLOSURES 9.2 Unless CLIENT directs otherwise, and excluding those issues covered in Section 4.1 Where the Scope of Services requires ECS to penetrate a Site surface, CLIENT 10.0,CLIENT authorizes ECS to dispose of CLIENT'S non-hazardous samples and shall furnish and/or shall direct CLIENT'S consultant(s)or agent(s)to furnish ECS sampling or testing process by-products in accordance with applicable laws and information identifying the type and location of utility lines and other man-made regulations. objects known,suspected,or assumed to be located beneath or behind the Site's surface. ECS shall be entitled to rely on such information for completeness and 10.0 ENVIRONMENTAL RISKS accuracy without further investigation,analysis,or evaluation. 10.1 When Hazardous Materials are known,assumed,suspected to exist,or discovered 4.2 "Hazardous Materials"shall include but not be limited to any substance that poses at the Site,ECS will endeavor to protect its employees and address public health, or may pose a present or potential hazard to human health or the environment safety,and environmental issues in accordance with the Standard of Care. CLIENT whether contained in a product,material,by-product,waste,or sample,and whether agrees to compensate ECS for such efforts. it exists in a solid,liquid,semi-solid or gaseous form. CLIENT shall notify ECS of 10.2 When Hazardous Materials are known, assumed, or suspected to exist, or any known, assumed, or suspected regulated, contaminated, or other similar discovered at the Site,ECS and/or ECS'subcontractors will exercise the Standard Hazardous Materials that may exist at the Site prior to ECS mobilizing to the Site. of Care in containerizing and labeling such Hazardous Materials in accordance with 4.3 If any Hazardous Materials are discovered, or are reasonably suspected by ECS applicable laws and regulations,and will leave the containers on Site. CLIENT is after its Services begin,ECS shall be entitled to amend the scope of Services and responsible for the retrieval,removal.transport and disposal of such contaminated adjust its fees to reflect the additional work or personal protective equipment and/or samples,and sampling process byproducts in accordance with applicable law and safety precautions required by the existence of such Hazardous Materials. regulation. 5.0 INFORMATION PROVIDED BY OTHERS - CLIENT waives. releases and 10.3 Unless explicitly stated in the Scope of Services. ECS will neither subcontract for discharges ECS from and against any claim for damage,injury or loss allegedly arising out nor arrange for the transport, disposal. or treatment of Hazardous Materials. At of or in connection with errors, omissions, or inaccuracies in documents and other CLIENT'S written request,off-site ECS may assist CLIENT in identifying ofifyicg e information in any form provided to ECS by CLIENT or CLIENT's agents. contractors,or but CLIENT for shall be solely ly reisp responsible the or disposal of echo substances,s and ir consultants,including such information that becomes incorporated into ECS documents. but CLIENT sch be services. responsibls far tsi final selection of methods and arms to provide such services. CLIENT shall sign all manifests for the disposal of 6.0 CONCEALED RISKS - CLIENT acknowledges that special risks are inherent in substances affected by contaminants and shall otherwise exercise prudence in sampling,testing and/or evaluating concealed conditions that are hidden from view and/or arranging for lawful disposal. neither readably apparent nor easily accessible, e.g., subsurface conditions, conditions 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in behind a wall,beneath a floor,or above a ceiling.Such circumstances require that certain the disposal of Hazardous Materials,samples,or wastes as part of the Proposal, assumptions be made regarding existing conditions, which may not be verifiable without ECS shall do so only as CLIENT'S agent(notwithstanding any other provision of expending additional sums of money or destroying otherwise adequate or serviceable this AGREEMENT to the contrary). ECS will not assume the role of, nor be portions of a building or component thereof.Accordingly,ECS shall not be responsible for considered a generator,storer,transporter,or disposer of Hazardous Materials. the verification of such conditions unless verification can be made by simple visual 10.5 Subsurface sampling may result in unavoidable cross-contamination of certain observation. Client agrees to bear any and all costs, losses, damages and expenses subsurface areas,as when a probe or excavation/boring device moves through a (including,but not limited to,the cost of ECS'Additional Services)in any way arising from or contaminated zone and links it to an aquifer. underground stream, pervious soil in connection with the existence or discovery of such concealed or unknown conditions. stratum, or other hydrous body not previously contaminated, or connects an 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES uncontaminated zone with a contaminated zone. Because sampling is an essential element of the Services indicated herein, CLIENT agrees this risk cannot be 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the eliminated. Provided such services were performed in accordance with the Site for the performance of Services. CLIENT hereby grants ECS and its Standard of Care,CLIENT waives,releases and discharges ECS from and against subcontractors and/or agents,the right to enter from time to time onto the property any claim for damage,injury,or loss allegedly arising from or related to such cross- in order for ECS to perform its Services. CLIENT agrees to indemnify and hold ECS contamination. ECS Proposal No. 06:20542-GP Page 2 of 3 Ver.06/04/13 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB 10.6 CLIENT understands that a Phase I Environmental Site Assessment (ESA) is the possible existence of such a condition. CLIENT agrees it cannot make the resolution of conducted solely to permit ECS to render a professional opinion about the likelihood any dispute with ECS or payment of any amount due to ECS contingent upon ECS signing of the site having a Recognized Environmental Condition on, in. beneath,or near any such"certification." the Site at the time the Services are conducted. No matter how thorough a Phase I ESA study may be,findings derived from its conduct are highly limited and ECS 15.0 BILLINGS AND PAYMENTS cannot know or state for an absolute fact that the Site is unaffected or adversely 15.1 Billings will be based on the unit rates, plus travel costs, and other reimbursable affected by one or more Recognized Environmental Conditions. CLIENT represents expenses as stated in the Professional Fees section of the Proposal. Any Estimate and warrants that it understands the limitations associated with Phase I ESAs. of Professional Fees stated in these Terms shall not be considered as a not-to- exceed OWNERSHIP OF DOCUMENTS exceed or lump sum amount unless otherwise explicitly stated. CLIENT understands and agrees that even if ECS agrees to a lump sum or not-to-exceed 11.1 ECS shall be deemed the author and owner(or licensee)of all documents,technical amount,that amount shall be limited to number of hours,visits,trips,tests,borings, reports. letters, photos, boring logs, field data, field notes, laboratory test data, or samples stated in the Proposal. calculations, designs, plans, specifications, reports, or similar documents and 15.2 CLIENT agrees that all Professional Fees and other unit rates shall be adjusted estimates of any kind furnished by it[the"Documents of Service"]and shall retain all annually to account for inflation based on the most recent 12-month average of the common law. statutory and other reserved rights, including copyrights. CLIENT Consumer Price Index(CPI-U)for all items as established by www.bls.gov when the shall have a limited, non-exclusive license to use copies of the Documents of CPI-U exceeds an annual rate of 2.0%. Service provided to it in connection with the Project for which the Documents of 15.3 Should ECS identify a Changed Condition(s), ECS shall notify the CLIENT of the Service are provided until the completion of the Project. Changed Condition(s). ECS and CLIENT shall promptly and in good faith negotiate 11.2 ECS' Services are performed and Documents of Service are provided for the an amendment to the Scope of Services.Professional Fees,and time schedule. CLIENT'S sole use. CLIENT understands and agrees that any use of the 15.4 CLIENT recognizes that time is of the essence with respect to payment of ECS' Documents of Service by anyone other than the CLIENT, its licensed consultants invoices,and that timely payment is a material consideration for this agreement. All and its contractors is not permitted. CLIENT further agrees to indemnify and hold payment shall be in U.S.funds drawn upon U.S.banks and in accordance with the ECS harmless for any errors, omissions or damage resulting from its contractors' rates and charges set forth in the Professional Fees. Invoices are due and payable use of ECS'Documents of Service. upon receipt. 11.3 CLIENT agrees to not use ECS'Documents of Service for the Project if the Project 15.5 If CLIENT disputes all or part of an invoice,CLIENT shall provide ECS with written is subsequently modified in scope,structure or purpose without ECS'prior written notice stating in detail the facts of the dispute within fifteen(15)calendar days of the consent. Any reuse without ECS'written consent shall be at CLIENT'S sole risk invoice. CLIENT agrees to pay the undisputed amount of such invoice promptly. and without liability to ECS or to ECS' subcontractor(s). CLIENT agrees to indemnify and hold ECS harmless for any errors, omissions or damage resulting 15.6 ECS reserves the right to charge CLIENT an additional charge of one-and-one-half from its use of ECS'Documents of Service after any modification in scope.structure (1.5)percent(or the maximum percentage allowed by Law,whichever is lower)of or purpose. the invoiced amount per month for any payment received by ECS more than thirty 11.4 CLIENT agrees to not make any modification to the Documents of Service without (30) calendar days from the date of the invoice, excepting any portion of the the prior written authorization of ECS. To the fullest extent permitted by law, invoiced amount in dispute. All payments will be applied to accrued interest first CLIENT agrees to indemnify,defend, and hold ECS harmless from any damage, and then to the unpaid principal amount. Payment of invoices shall not be subject loss,claim,liability or cost(including reasonable attorneys'fees and defense costs) to unilateral discounting or set-offs by CLIENT. arising out of or in connection with any unauthorized modification of the Documents 15.7 CLIENT agrees that its obligation to pay for the Services is not contingent upon of Service by CLIENT or any person or entity that acquires or obtains the CLIENT'S ability to obtain financing,zoning,approval of governmental or regulatory Documents of Service from or through CLIENT. CLIENT represents and warrants agencies,permits,final adjudication of a lawsuit,CLIENT'S successful completion that the Documents of Service shall be used only as submitted by ECS. of the Project, settlement of a real estate transaction, receipt of payment from CLIENT'S client, or any other event unrelated to ECS provision of Services. 12.0 SAFETY Retainage shall not be withheld from any payment,nor shall any deduction be made 12.1 Unless expressly agreed to in writing in its Proposal,CLIENT agrees that ECS shall from any invoice on account of penalty.liquidated damages.or other sums incurred have no responsibility whatsoever for any aspect of site safety other than for its own by CLIENT. It is agreed that all costs and legal fees including actual attorney's fees, employees. Nothing herein shall be construed to relieve CLIENT and/or its and expenses incurred by ECS in obtaining payment under this Agreement, in contractors, consultants or other parties from their responsibility for site safety. perfecting or obtaining a lien, recovery under a bond. collecting any delinquent CLIENT also represents and warrants that the General Contractor is solely amounts due,or executing judgments,shall be reimbursed by CLIENT. responsible for Project site safety and that ECS personnel may rely on the safety 15.8 Unless CLIENT has provided notice to ECS in accordance with Section 16.0 of measures provided by the General Contractor. these Terms,payment of any invoice by the CLIENT shall mean that the CLIENT is 12.2 In the event ECS assumes in writing limited responsibility for specified safety satisfied with ECS'Services and is not aware of any defects in those Services. issues,the acceptance of such responsibilities does not and shall not be deemed an 16.0 DEFECTS IN SERVICE acceptance of responsibility for any other non-specified safety issues,including,but not limited to those relating to excavating, trenching, shoring, drilling. backfilling. 16.1 CLIENT,its personnel,its consultants,and its contractors shall promptly inform ECS blasting.or other construction activities. during active work on any project of any actual or suspected defects in the Services so to permit ECS to take such prompt, effective remedial measures that in ECS' 13.0 CONSTRUCTION TESTING AND REMEDIATION SERVICES opinion will reduce or eliminate the consequences of any such defective Services. 13.1 CLIENT understands that construction testing and observation services are The correction of defects attributable to ECS'failure to perform in accordance with provided in an effort to reduce, but cannot eliminate, the risk of problems arising the Standard of Care shall be provided at no cost to CLIENT. However,ECS shall during or after construction or remediation. CLIENT agrees that the provision of not be responsible for the correction of any deficiency attributable to CLIENT- such Services does not create a warranty or guarantee of any type. furnished information, the errors, omissions, defective materials, or improper 13.2 Monitoring and/or testing services provided by ECS shall not in any way relieve the installation of materials by CLIENT's personnel,consultants or contractors,or work CLIENT'S contractor(s)from their responsibilities and obligations for the quality or not observed by ECS. CLIENT shall compensate ECS for the costs of correcting such defects. completeness of construction as well as their obligation to comply with applicable laws,codes,and regulations. 16.2 Modifications to reports,documents and plans required as a result of jurisdictional 13.3 ECS has no responsibility whatsoever for the means, methods, techniques, reviews or CLIENT requests shall not be considered to be defects. CLIENT shall sequencing or procedures of construction selected, for safety precautions and compensate ECS for the provision of such Services. programs incidental to work or services provided by any contractor or other 17.0 INSURANCE- ECS represents that it and its subcontractors and subconsultants consultant.ECS does not and shall not have or accept authority to supervise,direct, maintain Workers Compensation insurance, and that ECS is covered by general liability, control, or stop the work of any contractor or consultant or any of their automobile and professional liability insurance policies in coverage amounts it deems subcontractors or subconsultants. reasonable and adequate. ECS shall furnish certificates of insurance upon request. The 13.4 ECS strongly recommends that CLIENT retain ECS to provide construction CLIENT is responsible for requesting specific inclusions or limits of coverage that are not monitoring and testing services on a full time basis to lower the risk of defective or present in ECS insurance package. The cost of such inclusions or coverage increases,if incomplete Work being installed by CLIENT'S contractor(s). If CLIENT elects to available,will be at the expense of the CLIENT. 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 construction quality may 18.0 LIMITATION OF LIABILITY occur and that defective or incomplete work may result and not be detected by ECS' 18.1 CLIENT AGREES TO ALLOCATE CERTAIN RISKS ASSOCIATED WITH THE PROJECT BY LIMITING part time monitoring and testing. Unless the CLIENT can show that the error or ECS' TOTAL LIABILITY TO CLIENT ARISING FROM ECS' PROFESSIONAL LIABILITY, I.E. omission is contained in ECS' reports, CLIENT waives, releases and discharges PROFESSIONAL ACTS,ERRORS,OR OMISSIONS AND FOR ANY AND ALL CAUSES INCLUDING ECS from and against any other claims for errors,omissions,damages.injuries,or NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, loss alleged to arise from defective or incomplete work that was monitored or tested INJURIES, DAMAGES, CLAIMS, LOSSES, EXPENSES, OR CLAIM EXPENSES (INCLUDING by ECS on a part time basis. Except as set forth in the preceding sentence, REASONABLE ATTORNEY'S FEES)RELATING TO PROFESSIONAL SERVICES PROVIDED UNDER CLIENT agrees to indemnify and hold ECS harmless from all damages,costs,and THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. THE ALLOCATION IS AS attorneys' fees, for any claims alleging errors, omissions, damage, injury or loss FOLLOWS. allegedly resulting from Work that was monitored or tested by ECS on a part time 18.1.1 If the proposed fees are $10,000 or less, ECS' total aggregate liability to basis. CLIENT shall not exceed $20,000, or the total fee received for the services 14.0 CERTIFICATIONS-CLIENT may request,or governing jurisdictions may require, rendered,whichever is greater. ECS to provide a"certification"regarding the Services provided by ECS. Any"certification" 18.1.2 If the proposed fees are in excess of$10,000,ECS'total aggregate liability to required of ECS by the CLIENT or jurisdiction(s)having authority over some or all aspects CLIENT shall not exceed $40,000, or the total fee for the services rendered, of the Project shall consist of ECS' inferences and professional opinions based on the whichever is greater. limited sampling, observations, tests, and/or analyses performed by ECS at discrete 18.2 CLIENT agrees that ECS shall not be responsible for any injury,loss or damage of locations and times. Such "certifications"shall constitute ECS' professional opinion of a any nature,including bodily injury and property damage,arising directly or indirectly, condition's existence, but ECS does not guarantee that such condition exists, nor does it in whole or in part,from acts or omissions by the CLIENT,its employees,agents, relieve other parties of the responsibilities or obligations such parties have with respect to staff,consultants,contractors,or subcontractors to the extent such injury,damage, ECS Proposal No. 06:20542-GP Page 2 of 3 Ver.06/04/13 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB or loss is caused by acts or omissions of CLIENT, its employees, agents, staff. Should this meeting fail to result in a mutually agreeable plan for resolution of the consultants, contractors, subcontractors or person/entities for whom CLIENT is Dispute,CLIENT and ECS agree that either party may bring litigation. legally liable. 23.2 CLIENT shall make no claim(whether directly or in the form of a third-party claim) 18.3 CLIENT agrees that ECS'liability for all non-professional liability arising out of this against ECS unless CLIENT shall have first provided ECS with a written certification agreement or the services provided as a result of the Proposal be limited to executed by an independent engineer licensed in the jurisdiction in which the $500,000. Project is located,reasonably specifying each and every act or omission which the certifier contends constitutes a violation of the Standard of Care. Such certificate 19.0 INDEMNIFICATION shall be a precondition to the institution of any judicial proceeding and shall be 19.1 Subject Section 18.0, ECS agrees to hold harmless and indemnify CLIENT from provided to ECS thirty(30)days prior to the institution of such judicial proceedings. and against damages arising from ECS'negligent performance of its Services,but 23.3 Litigation shall be instituted in a court of competent jurisdiction in the county or only to the extent that such damages are found to be caused by ECS' negligent district in which ECS'office contracting with the CLIENT is located. The parties acts,errors or omissions,(specifically excluding any damages caused by any third agree that the law applicable to these Terms and the Services provided pursuant to party or by the CLIENT.) the Proposal shall be the laws of the Commonwealth of Virginia.but excluding its 19.2 To the fullest extent permitted by Law,CLIENT agrees to indemnify,and hold ECS choice of law rules. Unless otherwise mutually agreed to in writing by both parties, harmless from and against any and all liability, claims,damages.demands,fines, CLIENT waives the right to remove any litigation action to any other jurisdiction. penalties.costs and expenditures(including reasonable attorneys'fees and costs of Both parties agree to waive any demand for a trial by jury. litigation defense and/or settlement)["Damages"]caused in whole or in part by the 24.0 CURING A BREACH negligent acts,errors,or omissions of the CLIENT or CLIENT'S employees,agents, staff.contractors,subcontractors,consultants,and clients,provided such Damages 24.1 A party that believes the other has materially breached these Terms shall issue a are attributable to: (a) the bodily injury, personal injury, sickness, disease and/or written cure notice identifying its alleged grounds for termination.Both parties shall death of any person;(b)the injury to or loss of value to tangible personal property; promptly and in good faith attempt to identify a cure for the alleged breach or or(c)a breach of these Terms. The foregoing indemnification shall not apply to the present facts showing the absence of such breach. If a cure can be agreed to or extent such Damage is found to be caused by the sole negligence, errors. the matter otherwise resolved within thirty(30)calendar days from the date of the omissions or willful misconduct of ECS. termination notice, the parties shall commit their understandings to writing and 19.3 It is specifically understood and agreed that in no case shall ECS be required to pay termination shall not occur. an amount of Damages disproportional to ECS' culpability. IF CLIENT Is A 24.2 Either party may waive any right provided by these Terms in curing an actual or HOMEOWNER,HOMEOWNERS'ASSOCIATION,CONDOMINIUM OWNER,CONDOMINIUM OWNER'S alleged breach; however, such waiver shall not affect future application of such ASSOCIATION,OR SIMILAR RESIDENTIAL OWNER,ECS RECOMMENDS THAT CLIENT RETAIN provision or any other provision. LEGAL COUNSEL BEFORE ENTERING INTO THIS AGREEMENT TO EXPLAIN CLIENT'S 25.0 TERMINATION RIGHTS AND OBLIGATIONS HEREUNDER,AND THE LIMITATIONS,AND RESTRICTIONS IMPOSED BY TITS AGREEMENT. CLIENT AGREES THAT FAILURE OF CLIENT To RETAIN SUCH 25.1 CLIENT or ECS may terminate this agreement for breach or these terms, non- COUNSEL SHALL BE A KNOWING WAIVER OF LEGAL COUNSEL AND SHALL NOT BE ALLOWED ON payment,or a failure to cooperate. In the event of termination,the effecting party GROUNDS OF AVOIDING ANY PROVISION OF THIS AGREEMENT. shall so notify the other party in writing and termination shall become effective 19.4 IF CLIENT IS A RESIDENTIAL BUILDER OR RESIDENTIAL DEVELOPER, CLIENT SHALL fourteen(14)calendar days after receipt of the termination notice. INDEMNIFY AND HOLD HARMLESS ECS AGAINST ANY AND ALL CLAIMS OR DEMANDS DUE TO 25.2 Irrespective of which party shall effect termination.or the cause therefore,ECS shall INJURY OR LOSS INITIATED BY ONE OR MORE HOMEOWNERS, UNIT-OWNERS, OR THEIR promptly render to CLIENT a final invoice and CLIENT shall immediately HOMEOWNER'S ASSOCIATION, COOPERATIVE BOARD, OR SMEAR GOVERNING ENTITY compensate ECS for Services rendered and costs incurred including those Services AGAINST CLIENT WHICH RESULTS IN ECS BEING BROUGHT INTO THE DISPUTE. associated with termination itself, including without limitation, demobilizing, 19.5 IN NO EVENT SHALL THE DUTY TO INDEMNIFY AND HOLD ANOTHER PARTY HARMLESS UNDER modifying schedules,and reassigning personnel. THIS SECTION 19.0 INCLUDE THE DUTY TO DEFEND. 26.0 TIME BAR TO LEGAL ACTION-Unless prohibited by law,and notwithstanding any 20.0 CONSEQUENTIAL DAMAGES Statute that may provide additional protection, CLIENT and ECS agree that a lawsuit by either party alleging a breach of this agreement. violation of the Standard of Care, non- 20.1 CLIENT shall not be liable to ECS and ECS shall not be liable to CLIENT for any payment of invoices,or arising out of the Services provided hereunder,must be initiated in consequential damages incurred by either due to the fault of the other or their a court of competent jurisdiction no more than two(2)years from the time the party knew,or employees, consultants, agents, contractors or subcontractors, regardless of the should have known,of the facts and conditions giving rise to its claim,and shall under no nature of the fault or whether such liability arises in breach of contract or warranty, circumstances shall such lawsuit be initiated more than three (3) years from the date of tort,statute,or any other cause of action. Consequential damages include,but are substantial completion of ECS'Services. not limited to,loss of use and loss of profit. 20.2 ECS shall not be liable to CLIENT, or any entity engaged directly or indirectly by 27.0 ASSIGNMENT - CLIENT and ECS respectively bind themselves, their CLIENT,for any liquidated damages due to any fault,or failure to act,in part or in successors,assigns,heirs,and legal representatives to the other party and the successors, total by ECS,its employees,agents,or subcontractors. assigns,heirs and legal representatives of such other party with respect to all covenants of these Terms. Neither CLIENT nor ECS shall assign these Terms,any rights thereunder,or 21.0 SOURCES OF RECOVERY any cause of action arising therefrom,in whole or in part,without the written consent of the 21.1 All claims for damages related to the Services provided under this agreement shall other. Any purported assignment or transfer,except as permitted above,shall be deemed be made against the ECS entity contracting with the CLIENT for the Services,and null, void and invalid, the purported assignee shall acquire no rights as a result of the no other person or entity. CLIENT agrees that it shall not name any affiliated entity purported assignment or transfer and the non-assigning party shall not recognize any such including parent, peer, or subsidiary entity or any individual officer, director, or purported assignment or transfer. employee of ECS,specifically including its professional engineers and geologists. 28.0 SEVERABILITY-Any provision of these Terms later held to violate any law,statute, 21.2 In the event of any dispute or claim between CLIENT and ECS arising out of in or regulation,shall be deemed void,and all remaining provisions shall continue in full force connection with the Project and/or the Services,CLIENT and ECS agree that they and effect. CLIENT and ECS shall endeavor to quickly replace a voided provision with a will look solely to each other for the satisfaction of any such dispute or claim. valid substitute that expresses the intent of the issues covered by the original provision. Moreover,notwithstanding anything to the contrary contained in any other provision herein, CLIENT and ECS' agree that their respective shareholders, principals, 29.0 SURVIVAL - All obligations arising prior to the termination of the agreement partners,members,agents,directors,officers,employees,and/or owners shall have represented by these Terms and all provisions allocating responsibility or liability between no liability whatsoever arising out of or in connection with the Project and/or the CLIENT and ECS shall survive the substantial completion of Services and the Services provided hereunder. In the event CLIENT brings a claim against an termination of the agreement. affiliated entity, parent entity, subsidiary entity, or individual officer, director or employee in contravention of this Section 21,CLIENT agrees to hold ECS harmless 30.0 TITLES;ENTIRE AGREEMENT from and against all damages, costs, awards, or fees (including attorneys' fees) 30.1 The titles used herein are for general reference only and are not part of the Terms attributable to such act. and Conditions. 22.0 THIRD PARTY CLAIMS EXCLUSION-CLIENT and ECS agree that the Services 30.2 These Terms and Conditions of Service together with the Proposal, including all are performed solely for the benefit of the CLIENT and are not intended by either CLIENT or exhibits, appendixes, and other documents appended to it, constitute the entire ECS to benefit any other person or entity. To the extent that any other person or entity is agreement between CLIENT and ECS. CLIENT acknowledges that all prior benefited by the Services,such benefit is purely incidental and such other person or entity understandings and negotiations are superseded by this agreement. shall not be deemed a third party beneficiary to the AGREEMENT. No third-party shall 30.3 CLIENT and ECS agree that subsequent modifications to the agreement have the right to rely on ECS'opinions rendered in connection with ECS'Services without represented by these shall not be binding unless made in writing and signed by written consent from both CLIENT and ECS,which shall include,at a minimum,the third- authorized representatives of both parties. party's agreement to be bound to the same Terms and Conditions contained herein and 30.4 All preprinted terms and conditions on CLIENT'S purchase order, Work third-party's agreement that ECS'Scope of Services performed is adequate. Authorization, or other service acknowledgement forms, are inapplicable and 23.0 DISPUTE RESOLUTION superseded by these Terms and Conditions of Service. 30.5 CLIENT's execution of a Work Authorization, the submission of a start work 23.1 In the event any claims, disputes, and other matters in question arising out of or authorization(oral or written)or issuance of a purchase order constitutes CLIENT's relating to these Terms or breach thereof(collectively referred to as"Disputes"),the acceptance of this Proposal and its agreement to be fully bound the foregoing parties shall promptly attempt to resolve all such Disputes through executive Terms. If CLIENT fails to provide ECS with a signed copy of these Terms or the negotiation between senior representatives of both parties familiar with the Project. attached Work Authorization,CLIENT agrees that by authorizing and accepting the The parties shall arrange a mutually convenient time for the senior representative of services of ECS,it will be fully bound by these Terms as if they had been signed by each party to meet. Such meeting shall occur within fifteen (15) days of either CLIENT. party's written request for executive negotiation or as otherwise mutually agreed. ECS Proposal No. 06:20542-GP Page 3 of 3 Ver.06/04/13 DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB Proposed Boring �5 ' Location and tf , f'I. 1. _ '�� r ✓ cc ,a I I ' ,; r #' 649 - r+ IF{ 7, ' Proposed Asphalt Core Location r 3 �� r+ i� � � r /rr {xl �' � •3 j r ><� r v I ti� � 3 + f F+J �`r sf r`� {� y ROBE k x + HI I cIBOROUrH BUSINESS SYSTEUA INC. PIN, 9$66-66-57&4 d / 5"ZONED: 11 / 1)E5 zzi PG 50; f{J C-15 B ,l1 / ' ,' `4 • - IL %' f { ' 'S I " X M1. 3+` y4l P I f r � C-i y {/ C6 r I E ' r r � .;-3 �, fi{''1. ' ,r� / .�f+ I. r- } ><�{ r,, ran❑ '` � � 1 5 r 1 11 f �y M — �.� • � •l'� ti,v��.4+.v.lJ.� � ��.�rf'� � �.r. 7(': B-2 NG GUAT C TRUSTEE i h 666 __ 5ti'118 1L44Y4G f 3 � { PIN. 9805-75­2M rte' }I ZONED' Pp—II @. rte Y {#{ARLES _ F:•s1{FJx Y [)E3 6161 PG 3O0 � y PIN: 9E!S:-r u-_1Cr9•1 ZONE_ .a CHARLES.E. PAR4(E.R 11 PIN; 9965-97_8962 PROPOSED BORING LOCATION PLAN PROPOSAL 06:20 32N0. FIGURE NO. N Coleman Loop Parcel DRAWN BY CHECKED BY 1510 NC Highway 86 North PJR TMs SCALE DATE Hillsborough, North Carolina I NTS 11/06/2017 SOURCE: Sub-Surface Boring Plan Prepared by Civil Consultants and Dated November 2,2017 *w DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB ECSCARO1 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)11/08/2017 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 TACT Meg S. Lee, CIC Andersen Insurance Group PHONE 703-988-0900 FAX Ext. 102 (A/C,No,Ext): (A/C,No): 5870 Trinity Parkway E-MAIL /�theandersen r ADDRESS: me g@ g p•com Suite 130 INSURER(S)AFFORDING COVERAGE NAIC# Centreville,VA 20120 INSURER A Cincinnati Insurance Company 10677 INSURED INSURER B:Hartford Fire Insurance Company 19682 ECS Southeast, LLP INSURER C Federal Insurance Company 20281 14026 Thunderbolt Place Suite 500 29424 INSURER D:Hartford Casualty Insurance Co. Chantilly,VA 20151 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. ILTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MMIDDIYYYY) A GENERAL LIABILITY X X ENP0219991 12/01/2016 12/01/2017 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO occurrence) $500,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 X Contractual Liab PERSONAL&ADV INJURY $1,000,000 X X C U GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X JERCT LOC $ B AUTOMOBILE LIABILITY X X 42ABMS9642 12/01/2016 12/01/2017 COMBIacciNdent)SI $ED NGLE LIMIT 1 s 000 s 000 (Ea 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 12/01/2016 12/01/2017 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$0 $ D WORKERS COMPENSATION X 42WNMS9633 12/01/2016 12/01/2017 X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE All States Endt E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (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 12/01/2016 12/01/2017 $10,000,000 Limit Excess of$5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Certificate Holder is included as an Additional Insured on all policies except Worker's Compensation. CERTIFICATE HOLDER CANCELLATION Orange County Government 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, NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S251190/M223049 M E F DocuSign Envelope ID:2B387EC1-ED80-46E6-BC22-4F91ABE452FB ECSSOUT-02 JTORREZ ,4 G'ORC1" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 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 have ADDITIONAL INSURED provisions or 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 703 827-2277 FAX 703 827-2279 8300 Greensboro Drive (A/C,No,Ext):( ) (A/C,No):( ) Suite 980 ADDRESS:admin @amesgough.com McLean,VA 22102 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company(CNA)A,XV 20443 INSURED INSURER B: ECS Southeast,LLP INSURER C: 1812-D Center Park Drive INSURER D: Charlotte,NC 28217 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 W POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD VD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ A COMBINED SINGLE LIMIT AU LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (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 06/15/2017 06/15/2018 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County Government THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 Y ACCORDANCE WITH THE POLICY PROVISIONS. 131 West Margaret Lane,Suite 300 P.O. Box 8181 Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD