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HomeMy WebLinkAbout2018-348-E Emergency Svc - Penta Engineering Special Testing 3800 Hwy 70DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E [Departmental Use Only] TITLE Special Testing FY 2017 -18 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFPIRFQ GRANGE COUNTY This Services Agreement ( hereinafter "Agreement"), made and entered into this 21st day of May, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and Penta Engineering Group, Inc., (hereinafter, the "Provider "). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Orange County, 3800 US Hwy 70 Commercial Building/House Asbestos and lead paint survey 1 sampling f laboratory analysis. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 10/17 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County, iii) The Provider 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. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider 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. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are in accordance with the enclosed Penta Work Authorization Sheet dated 4/20/18 and as follows (fully describe services to be provided): Provide a NC- accredited Asbestos Inspector to perform an asbestos survey and sampling at a commercial building and an adjacent house. Samples collected will be analyzed by Polarized Light Microscopy (PLM) to document whether asbestos is present in the materials. Additionally collect samples of paint coatings from representative building components. Provide a report of the results of the laboratory analysis. 4. Duration of Services a. Term. The term of this Agreement shall be from May 21, 2018 to June 30, 2018. Revised 10117 2 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, - to perform - its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be May 21,2018. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Two Thousand Dollars ($2,000.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. 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/or 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. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http: / /www.orangecountync.goy /departments /purchasing division /contracts.php). If County's Risk Manager determines additional insurance coverage is required such Revised 10117 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E additional insurance shall consist of NIA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees to the extent they arise 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 Provider 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 Provider to indemnify the County to the fullest extent permitted under North Carolina law. Notwithstanding anything to the contrary herein, Provider's indemnification obligations are limited to its insurance policy coverage and capped at the coverage limits set forth in its certificate of insurance. 9. Amendments to the Agreement a. Changes in Basic Services. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement maybe tern-tinated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination, The Provider 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Compensation After Termination. i) In the event of termination, the Provider 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 Provider. ii} Should this Agreement be terminated, the Provider 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a Revised 10/17 4 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G. S. 147 - 86.81. c. Non - Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non- 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 h:Ltp://www.orangecoup_qnc.gov/department sl urchasin divisionlcontracts. h .} Any violation of the (orange County Non- Discrimination Policy 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 and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seep damages with respect to any provision of, or the performance or non - performance of, this Agreement shall be brought in the General Court _ of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended Revised 10117 5 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any prevision 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. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project 'such documents, items or things shall become the property of the County and may be used on any ether project without additional compensation to the Provider. The use of the documents, items or things 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. h. Non - Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non- appropriation of public funds. 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. 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 Provider of such limitation or change in County's legal authority. i. Signatures. 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. j. Mutual Waiver. In no event shall either party be liable to the other party for any special, indirect, incidental, punitive or consequential loss or damages under this Agreement, and the parties" direct liability to the other for all claims, regardless of the cause, is limited to its insurance policy coverage and capped at the coverage limits set forth in its certificate of insurance. k. Disclaimer. Orange County specifically agrees that all duties, liabilities and obligations undertaken by Provider under this Agreement are undertaken exclusively by Provider and not by its parent company or any affiliates thereof. Thus all recourse resulting from Provider's breach of any provision of this Agreement is likewise limited to Provider and not its parent or affiliated company (ies). Re:vIsed 10117 6 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E Notices. 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 Attention:Jeff Thompson P.Q. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOVfl Revised 10117 Provider's Name Penta Engineering Group, Inc 4090 Miller Court West Norcross, GA 30071 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C97781C16E 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. ORANGE COUNTY: County "Manager Revised 10117 PROVIDER: 8/7/2018 By t r Dan D. Blair, Jr., PE Printed Name and :Title 7/30/2018 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C9778lC16E WORK AUTHORIZATION SHEET PENTA FACILITIES GROUP, INC. (PENTA) is pleased to provide the services described below. The purpose of this sheet is to obtain your authorization for the work requested. The work will be performed under the attached Terms and Conditions. Compensation for services rendered will be based on the attached fee schedules (or as indicated) which area part of this work authorization. If we are required to modify the scope of work at your request or determine during the execution of the work that a modification of scope is required, we will promptly seek a mutually agreeable revision of the scope of work and associated fees. PAYMENT TERMS: Net Cash upon receipt of Invoice. A late payment charge of 18% per annum or the maximum amount allowed by PENTA may be added in the event that payment is not made within 30 days after invoice date. PROJECT NAME: Orange County 3800 US Hwy 70 -- Commercial Building /House — Asbestos and Lead Paint SurveylSampling/Laboratory Analysis PENTA Proposal No. P18 -5$241 PROJECT LOCATION: 3844 US Hwy 70, Efland, NC SCOPE OF WORK AUTHORIZED: Provide a NC- accredited Asbestos Inspector to perform an asbestos survey and sampling at a commercial building and an adjacent house. Samples collected will be analyzed by Polarized Light Microscopy (PLM) to document whether asbestos is present in the materials, Additionally PENTA will collect sample of paint coatings from representative building components. PENTA will provide a report of the results of the laboratory analysis. These services will be performed for the lump sum cost of $2.400. PREPARED BY: Dan D.Blair, Jr., PE PENTA FACILITIES GROUP, INC. ALL TESTING WILL BE PERFORMED IN ACCORDANCE WITH THE APPLICABLE SPECIFICATIONS UNLESS OTHERWISE NOTED AND TEST RESULTS APPLY ONLY TO THE MATERIALS ACTUALLY TESTED TERMS AND CONDITIONS PENTA Facilities Group, Inc. (PENTA) 1. PAYMENT TERMS. Client agrees to pay PENTA's invoice upon receipt. If payment is not received within 30 days form the Client's receipt of PENTA's invoice, Client agrees to pay a service charge on the past due amount at the greater of I% per month or the allowable legal rate, including reasonable attorney's fees and expenses if collected through an attorney. No deduction shall be made from PENTA's invoice on account of liquidated damages unless expressly included in the Agreement. After five days prior notice to Client, PENTA may suspend services until paid on any project where payment of invoiced amounts not reasonably in dispute is not received by PENTA within 60 days of Client's receipt of PENTA's invoice. Client receipt of invoice will be presumed three days .alter moiling by PENTA first class, with adequate postage attached. Time is of the essence of this provision. Either party may terminate this Agreement without cause upon 30 days prior written notice. This Agreement will terminate automatically upon the insolvency of Client. In the event Client requests termination prior to completion of the proposed services, Client agrees to pay PENTA for all reasonable charges incurred to date and associated witli termination of the work.. 2. DOCUMENTS. PENTA will fwnish Client the agreed upon number of written reports and supporting documents, These instruments of services are fumislncd for Client's exclusive internal use and reliance, use of Client's counsel, use of Client's qualified bidders (design services only) and for regulatory submittal in connection with the project or services provided for in this Agreement. Any reuse on any other project or redistribution to third parties shall be at the sole risk of Client. There are no third party beneficiaries to this Agreement. If Client distributes any PIiiVT'A report to any third party, Client agrees to inform such third party in writing that such distribution is for informational purposes only (and not for reliance) and that should such third party wish to rely on the PENTA report, the third party must first contact PENTA and execute PWI A's standard 'Secondary Client Agreement. Pagel of 4 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C9778lC16E 3. STANDARD OF CARE. PENTA will perform its services using that degree of care and skill ordinarily exercised under similar conditions by reputable members of PENTA's profession practicing in the same or shnilar locality at the time of service. NO 01'HER WARRANTY, EXPRESS OR IMPLIED, IS MADE OR INTENDED BY OUR PROPOSAL OR BY OUR ORAL OR WRITTEN REPORTS. 4. INSURANCE PENTA maintains insurance coverage as follows: a. Worker's Compensation Insurance - statutory. b. Employer's Liability Insurance - $100,0001$500,000 1$100,000. c. Commercial General Liability Insurance - $1,000,000/$2,000,000. d. Professional Errors and Omissions - $1,000,000 claims -made. 5. PROFESSIONAL LIABILITY, For additional consideration from PENTA of $10.00, receipt of which is hereby acknowledged, Client agrees that PENTA's liability, and that of its officers, directors, employees, agents and subcontractors, to Client or any third party due to any negligent professional acts, errors or omissions or breach of contract by PENTA will be limited to an aggregate of $50,000 or our fee, whichever is less. 6. F,ID REPRESENTATIVE. The presence of PENTA's or its subcontractors field personnel, either full -time or part - tinge, may he for the purpose of providing project administration, assessment, observation and/or field testing of specific aspects of the project as authorized by Client. Should a contractor(s) not retained by P17NTA be involved in the project, Client will advise such oontractor(s) that PENTA's services do not include supervision or direction of the means, methods or actual work of the contractor(s), his employees or agents. Client will also inform contractor that the presence of PENTA's field representative for project adminishation, assessment, observation or testing will not relieve the contractor of its responsibilities for performing the work in accordance with the plans and specifications. If a contractor (not a subcontractor for PENTA) is involved in the project, Client agrees, in accordance with generally accepted construction practices, that the contractor will be solely and completely responsible for working conditions on the job site, including security and safety of all persons and property during the performance of the work, and compliance with all Client safety requirements and OSHA regulations. These requirements will apply continuously and will not be limited to normal % vrking hours. It is agreed that PENTA will not be responsible for job or site safety or security on the project, other than for PENTA's employees and subcontractors, and that PENTA does not have the duty or right to stop the work of the contractor. 7. UNFORESEEN CONDITIONS Olt OCCURRENCES. it is possible that unforeseen conditions or occurrences may be encoinitered which could substantially alter the necessary services or the risks involved in completing PENTA's services. If this occurs, PENTA will promptly notify and consult with Client, but will act based on PENTA's sole judgment where risk to PENTA personnel is involved. Possible actions could include: a. Complete the original Scope of Services in accordance with the procedures originally intended in our Proposal, if practicable in PENTA's judgement; b. include study of the unforeseen conditions or occurrences, with such revision agreed to in writing; C. Terminate the services effective on the date specified by PENTA in writing. 8. SAMPLE DISPOSAL. Test specimens or samples generally are consumed or substantially altered during testing and any remnants are disposed of immediately upon completion of tests. Remaining drilling samples and other specimens are disposed of 30 days after submission of PENTA's report. At Client's written request, PENTA will retain preservable test specimens or the residue therefrom for 30 days alter submission of our report free of storage charges. After the initial 30 days and upon Client's written request, PENTA will use its best efforts to retain test specimens or samples but only for a mutually acceptable storage charge and period of time. Client agrees that PENTA is not responsible or liable for any loss of test specimens or samples retained in storage. 9. WASTE DISPOSAL. If Client request PENTA to containerize drilling wastes and/or fluids produced by PENTA's activity ('Wastes'), Client will provide a secure temporary storage location at or near the project site to prevent tampering with such containerized. Wastes. Non- lazardous Wastes will be disposed of by PENTA for an additional charge at an appropriately licensed facility. Any hazardous Wastes will be disposed of manifest executed by Client at any properly licensed facility selected by Client with PENTA's assistance. At no time will PENTA take title to such hazardous Wastes. 10. CLIENT DISCLOSURE. Client agrees to advise PENTA upon execution of this Agreement of any hazardous substance or any condition, known or that reasonably should lac known by Client, existing in, on, or near the site that presents a potential danger to human health, the environment, or PENTA's equipment. Client agrees to provide PENTA continuing related information, as it becomes available to the Client. By virtue of entering into this Agreement or providing services hereunder, PENTA does not assume control of or responsibility as an operator or otherwise for the site or the person(s) in charge of the site, or undertake responsibility for reporting to any federal, state or local public agencies any condition at the site that may present a potential danger to public health, safety or the environment. Client agrees under advice of its counsel to notify the appropriate federal, state, or local public agencies as required by law;. Page 2 of DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C9778lC16E or otherwise to disclose, in a timely manner, any information diet may be necessary to prevent damage to lmman health, safety, or the environment. 11. 'ENVII20NWNTAL INDE:MIMTY. In connection with toxic or hazardous substances or constituents and to the maximutn extent pennitted by law, for separate and valuable consideration of $1.00, Client agrees to defend, hold harmless and indemnify PENTA from and against any and all claims, liabilities, or judgements, except to the extent finally dctermhral as being caused by PENTA's negligence or willful misconduct, resulting from: a. Client's violation of any federal, state, or local statute, regulation or ordinance relating to tlrc management or disposal of toxic or hazardous substances or constituents; b. Client's rmdertaking of or arrangement for the handling, removal, treatment, storage, transportation or disposal of toxic or hazardous substances or constituents found or identified at the site; C. Toxic or hazardous substances or constituents introduced at the site by Client or third persons before, during, or after the completion of PENTA's services; d, Allegations that PENTA is a handler, generator, operator, treater, storer, transporter, or disposer unless cxprrssly retained by Client for such services under the Resource Conservation and Recovery Act of 1976 as amended or any other similar federal, state, or local regulation or law due to PENTA's services; or, C. Any third party suit or claim for damages against PENTA alleging strict liability, personal hijury {including death} or property damage from exposure to or release of toxic or hazardous substances or constituents at or from the project site before, during or after completion of PENTA's services under this Agreement. 12. ' EQUII'MENT CONTANMATION. PENTA will endeavor to clean laboratory and field equipment, which may become contarninated in the conduct or our services. Occasionally, such equipment cannot he completely decontaminated because of the type of hazards encountered. If this occurs, it will be necessary to dispose of equipment in a manner similar to that indicated for hazardous samples or waste and to charge Client for the loss. Client agrees to pay the fair market value of any such equipment and reasonable disposal costs, 13. OPINIONS OF COST. If requested PENTA will use reasonable efforts and experience on similar projects to provide realistic opinions or estimates of costs for remediation or construction as appropriate based on reasonably available data, PENTA's designs or PENTA's recomrmendalions. Ilovrever, such opinions are intended primarily to provide infomration on the order of magnitude or scale of such costs and are not intended for use in firm budgeting or negotiation unless specifically agreed otherwise, in writing with PENTA. Client understands actual costs of such work depend heavily on regional economics, local construction practices, material availability, site conditions, weather conditions, contractor skiUs, and many other factors beyond PENT A's control. 14. TESTAIIONY. Should PENTA or any PENTA employee be compelled by PENTA to provide testimony or other evidence by any party, whether at deposition, hearing or trial, in relation to services provided under this Agreement, and PENTA is not a patty in the dispute, then PENTA shall be compensated by Client for the associated reasonable expenses and labor for PENTA's preparations and testimony at appropriate unit rates. To the extent the party compelling the testimony ultimately provides PENTA such compensation, Client will vwcive a credit or refund on any related double payments to PENTA. 15. CONF11DENTIALITY. PENTA will maintain as confidential any documents or information provided by Client and will not release, distribute or publish same to any third party without prior permission from Client, unless compelled by PENTA or order of a court or regulatory body of competent jurisdiction. Such release will occur only after prior notice to Client. 16. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of Georgia. 17. PRIORITY OVER FORM AGRE> MENTSMURCHASE ORDERS. The Patties that the provisions of these teems and conditions shall control over and govern as to any form writings signed by the Parties, such as Client Purchase Orders, Work Orders, etc., and that such fors may be issued by Client to PENTA as a matter of convenience to the Parties without altering any of the terms of provisions hereof. 18. SURVIVAL. AU provisions of this Agreement for indemnity or allocation of responsibility or liability between Client and PENTA shall survive the completion of the services and the termination of this Agreement. 19. SEVERABILITY. In the event that any provision of this Agreement is found to be unenforceable under PENTA, the remaining provisions shall continue in full force and effect. 21. ASSIGNMENT. This Agreement may not be assigned by either party without the prior permission of the other. 21 CONSIDERATION. The parties agree that the charges for PENTA's services are sufficiently adjusted to include any specific consideration payable to Client under these terms and conditions. Page 3 of 4 DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C9778lC16E * Applies only if toxic or hazardous substances or constituents are anticipated or encountered. Proposal Number P18 -5 -6246 FOR PAYMENT OF CHARGES Charge Invoice to the Account of Firm: Attention: Street Address: City, State: Zip Code: WORK AUTHORIZED BY (Print Name & Title) (Signature) FOR APPROVAL OF CHARGES: (if different from above) Send Invoice to: Firm: Attention: Street Address: City, State, Zip Code: END OF DOCUMENT Page 4 of 4 (Date) (Date) DocuSign Envelope ID: 3EFOFF2D- AE78- 42B5- B6CA- 82C9778lC16E Client#: 25609 PFAJTFNr.1 ACORD. CERTIFICATE OF LIABILITY INSURANCE D101041DDfY7 1010412017 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 cf 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 Greyling Ins. BrakeragelEPIC NCONAMTACT Katie Kresner I: PICNN FA ; 770.552.4225 I FAX NCI: 866.550,4082 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 - E-MAIL ae.resner re Iln ADDRESS: Ktii{ @g y g• com INSURER(S) AFFORDING COVERAGE NAIL of INSURER A: Nautilus Insurance Company 17374 INSURED INSURER B. Great Divide Insurance Company 25224 Group, Inc. M INSURER C; Ohio Security Insurance Company 24082 4000 400a Miller C�t,rt west ller Court _ $100 000 Norcross, GA 30071 INSURER D. _..___ INSURER E: INSURER F: COVERACaES CERTIFICATE NLINIBER7 11 -IM RF-vl inm NIIMRFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR, OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN R ADDL SORR - -- - - -- - -- POLICY EFF POLICY EXP - -- -.. ....-- -- TYPE OF INSURANCE NS O POLICY NUMBER MMIODIYYYY MMIDDIY'YYY LIMITS A X _ COMMERCIAL GENERAL LIABILITY ECP201603712 1010812017 1010812D1 EACH OCCURRENCE $1000000 CLAIMS -MADE F OCCUR F�REM SE9 EaEoNcaTinence _ $100 000 MFD EXP (Any one pereon) 5 5a 00 _ PERSONAL & ADV INJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY � JECTT LOC GENERAL AGGREGATE $2,000,000 GEN'L PRODUCTS - COMPIOP AGG - ._T_..'Y $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY BAS1858312554 010812817 110/08120111, COMBINED SINGLE Ukll7 Ea BIKED 1,000,000 BODILY INJURY (Per person) S ANYAUTO •• • ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON - OWNED AUTOS BODILY INJURY (Per acddenQ S PROPERTY DAMAGE Per accident $ EACHOCCURRENCE UMBRELLA LIAR OCCUR FFX201603812 A 0108/2017 1010812018 $5000000 GR_EGATE s5,000,00 X1 EXCESS LIAR X CLAIMS -MADE DED I X1 RET£NTIONSO _AG_ S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVC Y I N OFFICERRJEMBER EXCLUDED? � NIA WCA201603612 10108/2017 101081201.9 7t PER OTH - - - -- ER­ E.L EACH ACCIDENT $1,000,000 $1,000,000 (Mandatory in NN) E.L. DISEASE - EA EMPLOYEE If yes, descrlba under DESCRIPTION OF OPERATIONS below ' - - - - - -- -- - - -- - -- - E.L. DISEASE - POLICY LIMIT $1,080,000 A Professional Liab _ ECP201603712 1010812017 _ 10108/201 Per ClaimlAgg $1 MI$2M Contractors Poll. ECP201603712 1010812017 1010812018 PerCondition $1,000,000 Liability A re ate $2,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (ACORD 1111, AddItIonat Remarks Schedule, may be attached If more space Is requivad) Excess Liability includes Professional Liability, Contractors Pollution Liability, and CGL. Professional Liability in primary and Excess policies is claims -made. Aggregate Limits of $2,000,000 in primary CGL, PL and CPL applies to all three coverage parts. Aggregate limit of $5,000,000 In Excess Liability applies to CGL, PL and CPL. LeS�ii11�L9� ■T�Ii L�J�Uaf Df111: LRI ml 01 ■_A I Le1C Orange County PO Box 8181 Hillsborough, NC 27278 ACORD 25 (2014101) 1 of 1 #S8720181A11871590 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE A211V 071988 -2014 ACORD CORPORATION, All rights reserved. The ACORD name and logo are registered marks of ACORD KKRE1