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Home My WebLink About2019-496-E AMS - Muter Construction Seymour Center expansion DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC [Departmental Use Only] TITLE SCE Site &Seymour FY 2018-19 NORTH CAROLINA CONSTRUCTION AGREEMENT OVER $250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called"Agreement"), made as of the 1 Oth day of July, 2019, by and between Muter Construction, (hereinafter called the "Contractor"), and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the "County," "Orange County," or "Owner"). WITNESSETH: That the Contractor and the Owner, for the consideration herein named, agree as follows: 1. CONTRACT DOCUMENTS; PRIORITY The Contract Documents consist of this Agreement, the General Conditions which are fully incorporated in this Agreement, the Request for Proposals, designer approved communications and/or field orders, the Proposal, Construction Documents and Drawings and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement and incorporated General Conditions attached as Exhibit 1. b. Designer approved and stamped construction documents and drawings and written specifications. c. Designer approved communications and/or field orders. d. Request for Proposals and addenda thereto. e. Proposal. 2. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform, and be fully responsible for all of the Work required by this Agreement within the time period stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents, which are made a part hereof as if fully contained herein: a. Construction Drawings prepared by Smith Sinnett Architecture (Sheet s GO-0 1, GO-02, G1-01, G 1-02, G 1-03, CO-00, CO-01, CO-02, C 1-00, C 1-10, C 1-20, C2-00, C2-10, C2-20, C3-00. C3- 10, C3-20, C3-30, C3-31, C3-32, C4-10, C4-11, C4-20, C4-21, C4-30, C440, C441, C5-00, C5-10, C5-20, C5-30, C540, C5-50, C6-00, C6-10, C6-20, C7-00, C7-10, C8-00, C9-00, C9- 01, C9-02, C9-03, C9-10, C9-11, C9-12, C9-20, C9-21, C9-30, C9-31, C9-32, L100, L200, L201, L202, L-Site Lighting, SO-01, Sl-01, S1-02, S1-03, S1-04, S2-01, S3-01, S5-01, S5-02, AO-01, Al-00, Al-01, Al-20, Al-30, A2-01, A3-01, A3-10, A3-11, A4-01, A5-01, A5-02, Revised 12/18 1 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC A5-03, A6-01, A7-01, A9-01, A9-02,A9-03, FPO-01, FP1-01, FP1-02, MO-00, MO-01, M1-01, M2-01, M5-01, M6-01, M7-01, EO-01, EO-02, E1-01, E2-01, E3-01, E4-01, E5-01- All drawings dated 3-18-19. Orange County Southern Expansion Phase 1- Seymour Center Renovation and Addition Project Manual dated March 18, 2018, Addendum 1 dated April 9, 2019, Addendum 2 dated April 22, 2019, Addendum 3 dated , Addendum 4 dated May 13, 2019. Includes alternates 1, 3, 4, 5, 6, 7, 8, and E-1 ) b. Written specifications prepared by the Designer. c. Muter Construction proposal dated May 14, 2019 which fully describes the work to be performed, such work(hereinafter called the "Work"). d. Related documents listed under Section 2 above. 3. TERM AND SCHEDULING a. The Contractor agrees to commence work pursuant to the written Notice-to Proceed. b. The Contractor agrees to complete substantially all Work included by October 31, 2020 or within(12)twelve months from the notice to proceed date. c. Time is of the essence with respect to all dates specified in the Contract Documents as Completion Dates. d. The Contractor shall perform the Work in the time, manner and form required by the Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner. 4. STANDARD OF CARE AND DUTIES OF CONTRACTOR a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Contractor is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work. b. The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration. c. Contractor shall be responsible for all Contractor, Subcontractor, and Sub-subcontractor errors or omissions, in the performance of the Agreement together with the errors and omissions of any agent or employee of the Contractor or any Subcontractor or Sub-subcontractor. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Owner. d. Contractor is an independent contractor of Owner. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, 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 Revised 12/18 2 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC the sole obligation and responsibility of the Contractor. e. Contractor 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 -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.oran eg countync. og v/departments/purchasing_division/contracts.phP). 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. f. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Contractor 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. g. The Contractor shall supervise and direct the Work efficiently and with the Contractor's best skill and attention. Except as specifically set forth in the Contract Documents the Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction, and for safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. h. The Contractor shall appoint a competent Project Manager with general authority to manage the Project for the Contractor. The Contractor shall also keep on the Project at all times during the Work of the Contractor a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Designer or by the Owner if a Designer is not retained for the Project. i. If, in the opinion of the Designer, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, such Subcontractor shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the Designer. j. The Contractor shall attend all progress conferences and all other meetings or conferences. The Contractor shall be represented at these progress conferences by a representative having the authority of the Project Manager and by such other representatives as the Designer may direct. k. Costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor. Any Work in which untested materials are used without approval or written permission of the Owner and/or Designer shall be removed and replaced at Contractor's expense. 1. The Contractor shall obtain all necessary permits including all permits required to complete the Work in compliance with local, state, and/or federal law. 5. PAYMENT & TAXES Revised 12/18 3 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC a. The Owner hereby agrees to pay to the Contractor for the faithful performance of this Agreement, and the Contractor hereby agrees to perform all of the Work for a sum not-to- exceed Four Million, Four-Hundred Forty-Four Thousand, Five Hundred Dollars ($4,444,500.00). Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner's Representative, generally the Designer if a Designer is retained on the Work, a Request for Payment for work done during the previous calendar month. (i) The Request for Payment shall be in form of a standardized invoice or AIA Document G702-703 appropriately addressed to Owner's Representative at Smith Sinnett Architecture, 4600 Lake Boone Trail, Suite 205 Raleigh, NC 27607 and shall show substantially the value of work done during the previous calendar month. (ii) The amount due for payment shall be ninety-five percent (95%) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month. Owner shall retain five percent (5%) (the "Retainage"). (1) Upon Owner's Representative's certification that fifty percent (50%) of the Work has been satisfactorily completed Retainage shall be reduced to two and one half percent(2%2%). (2) Upon Owner's Representative's certification that ninety percent (90%) of the Work has been satisfactorily completed Retainage may be discontinued. Retainage may be discontinued, at Owner's Discretion, so long as work continues to be completed satisfactorily and on schedule. (iii) Final payment shall not be due to the Contractor until thirty (30) days after Final Completion of the Work, including punch list work, has been satisfactorily completed and an appropriate Affidavit, Indemnification, and Release as required in Section 8(d) below has been received by Owner. b. Should Owner reasonably determine that Contractor has failed to perform the Work related to a Request for Payment, Owner, at its discretion may provide the Contractor ten (10) days to cure the breach. Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach. (i) Should Contractor or its representatives fail to cure the breach within ten (10) days, or fail to reasonably agree to such modified schedule, Owner may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Contractor. (ii) This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment. c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors. Revised 12/18 4 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC d. Should the Owner receive notice that the Contractor has failed to pay a Subcontractor for the Work performed related to a Request for Payment, Owner shall have the authority to withhold payment of the disputed amount until parties resolve their dispute. Failure to pay the Contractor pursuant to this section of the Agreement shall not be deemed to be a breach of the Agreement. 6. NON—APPROPRIATION a. Contractor acknowledges that Owner 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. b. In the event that public funds are unavailable and not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of public funds. It is expressly agreed that Owner 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. c. In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal authority. 7. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Owner: Contractor: Orange County Muter Construction Attn: Angel Barnes Attn: John Muter P.O. Box 8181 100 N.Narendell Avenue Hillsborough,NC 27278 Zebulon,NC 27597 8. MISCELLANEOUS a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law,rules, regulations and ordinances. b. No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty granted them under the Contract Documents, nor shall any act or failure to act constitute any approval except as specifically agreed in writing. c. The Work shall be tested and inspected as required by the Contract Documents and as required by law. Unless prohibited by law the costs of all such tests and inspections related to state and federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building Codes shall be borne by the Contractor. The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner. Delays related to any of Revised 12/18 5 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC the aforementioned tests and inspections shall not be grounds for delaying the completion of the work. If any such tests and inspections reveal deficiencies in the Work such that the Work does not comply with terms or requirements of the Contract Documents and/or the requirements of any code or law the Contractor is solely responsible for the cost of bringing such deficiencies into compliance with the terms of the Contract Documents and/or any code or law. d. Should the Designer, if a Designer is retained for the project involving the Work, or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor shall immediately, at Contractor's expense, correct the Work. Any such rejection may be made before or after substantial completion. If applicable, any additional expense borne by the Designer under this section shall be paid at Contractor's expense. e. The County has designated (Angel Barnes)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. f. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. 9. CONSEQUENTIAL DAMAGES a. Owner and Contractor mutually waive any claim against each other for consequential damages. Consequential Damages include: (i) Damages incurred by Owner for loss of use, income, financing, or business. (ii) Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. 10. ENTIRE AGREEMENT All of the documents listed,referenced or described in this Agreement, the written Notice-to-Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, labor, materials, and completed construction required by the Contract Documents and all parts thereof is the Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. If any provision of the Agreement or General Conditions shall be declared invalid or unenforceable,the remainder of the Agreement shall continue in full force and effect. [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts,be deemed an original contract. ORANGE COUNTY: CONTRACTOR: By. Cof�atituit.�[a+uwtvS 7/29/2019 �A�}�r 7/11/2019 Q,�e By. Bonnie Hammersley, County Manager Beth Muter, CEO Printed Name and Title Revised 12/18 7 DowSign Envelope ID.12DCC4E14D614DOE-A2A2-7C6E689613AC Orange County Southen Campus:Phase 1-Seymour Center Chapel HIII,North Carolina 1H4ay-19 Single Prime General Contractor License No D ', M0E a—Bltl AXarnabl AXameb2 AXernab3 Mam.I AXarrwb$ Albmala6 AXamabi an Albmala0 AXameb9 Albmala El Tobl C�6pntl Recess.M,.I EMnswn of EwAap Replacemen Ee Xbionzetl Opereble AtltlNonal Stange lebneb AAheretl Stine (hoer PMe HAXemab Autliol—I.—I Cwweb Paving al P—a ESTO 11 Sbrl Flre nn, RelnNble Sbge E-n.Gnppy Great Hell Floonng�Mg�n PeN9on(Manual PaMion in Verear 3yabm(pMenen Door Har—Van Dppnn-gh Lb .,Noun Baea Bitl) Etlt DeWceel Cahn Lodseb Bar Cotwlmcbpn Company,Inc 7973 $% YES $d,.1,30a to $0.3,.no to $246,60000 $25,00000 $23,G0000 $31,70000 Sa,.cto $000 S9$0000 S211,90000 $9A0000 $$,350,900.00 HIM Kara a.2 $% YES 9.46,00000 MoDo 00 576,00000 $23,50000 522,00000 $23,00000 $0. $000 $6,70000 $62,0.oc S6,fi0000 $1,702,000.00 MMer COneVOotbn 73096 $% YES $d,326 O.o Mono SKOD0to $21,00000 M.D. $16,OOO OD $6,00000 $000 $15,00000 SM0,00000 $2$0000 $0,739,500.00 Recoa.Cwns .on 14397 6% Y. $1.409d0000 $3090000 $71.00000 S.,t.. $20.40000 $16,10000 $6.9W00 $000 $21.7%. $213.90000 111.27040 $t,X27,27X.ee I cerey Mar Me abore bitlsare mnep as rabplaretl f�6}2D}] M Smith SianntAmhkec$un,P.A. Drew Wan"ue,AIA DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Orange County Southern Expansion Smith Sinnett/2017027 Phase 1 —Seymour Center Renovation and Addition Orange County SECTLO1-f pQ 42 00-Y-ROPOSAI.,I<HM PROJECT: Orange County Southern Expansion Phase I —Seymour Center Renovation and Addition 2551 Homestead Road Chapel Hill,North Carolina 27516 OWNER: Orange County 200 South Cameron Street Hillsborough,North Carolina 27278 ARCHITECT: Smith Sinnett Architecture 4600 Lake Boone Trail,Suite 205 Raleigh,North Carolina 27607 The undersigned,as bidder,liereby declares that the only person or persons interested in this proposal as principal or principals is or are named herein and that no other person than herein mentioned has any interest in this proposal Or- in the contract to be entered into;that this proposal is made without connection with any other person,company or parties making a bid or proposal;and that it is in all respects fair and in good faith without collusion or fraud. The e bidder fiirllier declares[hat lie has examined the site of the work and the contract documents relative thereto and has read all special provisions furnished prior to the opening of bids;that he has satisfied himself relative to the work to be performed. The Bidder proposes and agrees if this proposal is accepted to contract with Orange Comm in the form of contract specified below, [o furnish all necessary materials,equipment, machinery, loots, apparatus,means of transportation and labor necessary to complete the construction of Orange County Southern Expansion Phase I —Renovation and Addition in full in complete accordance with the plans,specifications and contract documents,to the full and entire satisfaction of the Orange t ounty,and Smith Sinnett Are with a definite understanding that no money will # be allowed for extra work except as set forth in the General Conditions and the contract documents. The low Bidder will be determined by the total cost of the Contract with the lump sum prices of the alternates s accepted being added to or deducted from the Base Bid to give the total cost of the Contract,Bidders are required to give a price for Base Bid,all Alternates,and all Unit Prices as applicable to their Contract.All Bidders are required to be licensed and in good standing with their respective North Carolina Licensing Board. PROPOSAL FORMS Proposal- 1 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Orange County Southern Expansion Smith Sinnct(/2017027 Phase I -Seymour Center Renovation and Addition Orange County SINGLE PRIME CONTRACT- BASE BID: Amount: )L.,m 4 r �� ❑ollars {$ Ow 0 ) ALTERNATE 1: Recessed Mounted Retractable Stage Amount:�h-U �` �+�Q� ° � C, dollars {$ ALTERNATE 2:Extension of Existing Entrance Canopy Amount, t l h.¢-. .Q�L tv,00 15c,�_A Dollars ALTERNATE 3:Replacement of Existing Great Hall Flooring Amount:� � .+� �� SG"`"1 Dollars ($_Ili 000 ) ALTERNATE 4:Nooriad Operable Partition(Manual Partition In Base Bid) Amount:1 _ 1�C J 2- ��t - -- Dollars ($.2 I bo 0 ) ALTERNATE 5:Additional Storage pp Amount: _ t#o l Dollars ALTERNATE 6: Laticrete Adhered Stone Veneer System(preferred) Amount: l lC 4�:_O�, LQ Dollars ($ t()00 } ALTERNATE 7:Owner Preferred Alternate:Door Hardware-Von Duprin Exit Devices/Corbin Locksets Amount: Dollars ($ } ALTERNATE 8:Audio Visual Electrical Rough-in Amount: Ck 4-ae,, s "Ll3y` -1 3 Dollars ($ )�fC)60 ] ALTERNATE 9:Concrete Paving at Parking Lot(. Amount: vL v►sa Dollars ($�� ALTERNATE E-1: EST Quick Start Fire Alarm Manufacturer: Amount: �►�U �`�t�i U-� "'vq Dollars ($ �� } PROPOSAL FORMS Proposal-3 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Orange County Southern Expansion Smith Sinnott/2017027 Phase I —Seymour Center Renovation and Addition Orange County MAJOR SUBCONTRACTORS if any[Name,City&State] I General Subcontractor: Plumbing Subcontractor: Muter Construction Lig73095 Lie Mechanical Subcontractor: Electrical Subcontractor: 1 t Y km Lie U U �6an!s' &A!�' . LicU,10s7 GS 143-128(J)requires all single prime bidders to identify their subcontractors for the above subdivisions of work. A contractor whose:bid is accepted shall not substitute any person as subcontractor in the place of the subcontractor listed in the original hid,except(i)if the listed subcontractor's bid is later determined by the contractor to be non-responsible or non-responsive or the listed subcontractor refuses to enter into a contract for the complete performance orthe bid work,or(ii)with the approval oFthe awarding authority for good cause shown by the contractor. t ALLOWANCES- (Refer to Division 01 Section 0I 21 00—Allowances for amounts to be included in bid shall be based on the Unit Prices provided as part of Section 0122 00)Acknowledge Allowances have been included with in the Base Bid. UPIA-1 t' UPIA-2 UPIA-3 t� UPIA-4 UPIA-5 L]PIA-G� UPIA-7 E UP/A-8 � UPIA-9 �1 _ No. A-10,,�f No. i I ---61 r. t 4 a PROPOSAL FORMS Proposal-4 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Orange County Southern Expansion Smith Sinnett/2017027 Phase 1 —Seymour Center Renovation and Addition Orange County UNIT PRICES- (Refer to Division 01 Section 01 22 00-Unit Prices for Quantities) Unit prices quoted and accepted shall apply throughout the life of the contract,except as otherwise specifically noted. Unit prices shall be applied,as appropriate,to compute the total value of changes in the base bid quantity of the work and in the given Allowances all in accordance with the contract documents, Unit Price No. UP/A-l; Unsuitable soils removal and disposal off—site. per cy. Unit Price($) 2-7 r Ub Unit Price No. UPIA-2; Unsuitable soils removal and disposal on-site; per cy. Unit Price[$} Unit Price No. UPIA-3; Excavation,removal of unsuitable rock for footings, Unit Price[$) 6 trench,pits for off-site disposal: per cy. Unit Price No. UPIA-4; Excavation,removal of bulk rack in open N0'x30') Unit Price in footings,trench,pits for off site disposal: per cy. Unit Price No. UPIA-5; Replacement of authorized excavation of unsuitable Unit Price soils or rock with imported suitable soils: per cy, Unit Price No. UPIA-6; Replacement of authorized excavation of unsuitable Unit Price[$) 60 soils or rock with imported Structural fill: per cy,, i Unit Price No. UPIA-1; Replacement of autliorizcd excavation of unsuitable Unit Price($) C3 60 soils or rock with aggregate base(ABC)stone: per eK � L7 Ca Unit Price No. UPIA&; ,Replacement of authorized excavation of unsuitable Unit Price soils or rock with 457 washed stone: per cy, I Unit Price No. UP A- ; Geotextile: e}2 r sy., Unit Price[$} The bidder further proposes and agrees Hereby to commence work under this eon tract on a date to be specified in a written order of the designer and shall fully complete all work thereunder within the time specified in the Supplementary General Conditions Article 9. Applicable liquidated damages amount is also stated in the Supplementary General Conditions Article 9. i ADDENDUM (Addendum received and used in computing bid) Addendum No. 1 x Addendum No.3 X Addendum No.5 Addendum No.2 x Addendum No.4 X Addendum No.6 i PROPOSAL FORMS Proposal-5 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Orange County Southern Expansion Smith Sinnett/2017027 Phase I —Seymour Center Renovation and Addition Orange County Proposal Signature Page The undersigned further agrees that in the case of failure on his part to execule the said contract and the bonds within ten(10)consecutive calendar days after being given written notice of the award of contract,the certified check,cash or bid bond accompanying this hid shall be paid into the funds of the owner's account set aside for the project,as liquidated damages for such failure;otherwise the certified check,cash or bid bond accompanying this proposal shall be returned to the undersigned. No proposal may be withdrawn after the scheduled closing time for the receipt of Bids for a period of ninety(60)days. Respectfully submitted this day of May 14,2019 Muter Construction (Nome of firm or corporation ma WITNESS: By: - Signatur (Proprietorship or Partnership) Name: John M Print o ypc j Title: President (0wncr/PartnerYPres J V.P rc s) Address: 100 N.Arendell Ave, Zebulon NC 27597 ATTEST: z3y•, Lt�-t►1. License No. 73095 1 Title-C—Q LtC_i� a Federal I,D.No. 46-1323818 (Corp.Sec.or Asst.Sec.only) (CORPORATE SEAL) PROPOSAL FORMS Proposal•5 I DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Orange County Southern Expansion Smith Sinnett/2017027 Phase 1 —Seymour Center Renovation and Addition Orange County MINORITY BUSINESS PARTICIPATION REQUI.Er-qVIENTS Provide with the!rid- finder GS 143-128.2(c)the undersigned bidder shall identify on ibMd(identification of Minority Business Participation Form)the minority businesses that it will use on the project with the total dollar value of the bids that will be performed by the minority businesses. Also list the good faith efforts(Affidavit A) made to solicit minority participation in the bid effort, NOTE:A contractor that performs all of the work with its own workforce may submit an Affidavit(B)to that effect in lieu of Affidavit(A)required above, The MB Participation Form must still be submitted even if there is zero participation. A£ler the bid ape►►i►►g-The Owner will consider all bids and alternates and determine the lowest responsible, responsive bidder, Upon notification of being the apparent low bidder,the bidder shall then file within 72!lours of the notification of being(he apparent lowest bidder,the following: An Affidavit(C)that includes a description of the portion of wade to be executed by minority businesses,expressed as a percentage of the total contract price,which is equal„to,or more than the 10%goal established. This affidavit shall give rise to the presumption that the bidder has made the required good faith effort and Affidavit D is not necessary; *OR* If less than the 10%goal, Affidavit(D)of its good faith effort to meet the goal shall be provided. The document must include evidence of all good faith efforts that were implemented,including any advertisements,solicitations and other specific actions demonstrating recruitment and selection of minority businesses for participation in the contract. Note:Bidders must always submit with their bid the Identification of Minority Business Participation Farm listing all MB contractors,vendors and supplier§that will be used. If there is no MB participation,(lien enter none or zero on the farm. Affidavit A or Affidavit B,as applicable,also must be submitted with the bid. Failure to file a required affidavit or documentation with(lie bid or after being notified apparent low bidder is grounds for rejection of(he bid. END OF SECTION 00 42 00 PROPOSAL FORMS Proposal-7 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Attach to Bid Attach to Bid A€tach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bic! Attach to Bid Identification of HUB Certified/ Minority Business Participation l Muter Construction (Name of Bidder) do hereby certify that on this project, we will use the following HUB Certified/ minority business as construction subcontractors, vendors, suppliers or providers of professional services. Firm Name, Address and Phone# Work Type *Minority **HUB Category Certified YIN *Minority categories: Black,African American (B), Hispanic(H), Asian American (A)American Indian (1), Female (F) Socially and Economically Disadvantaged (D) ** HUB Certification with the state HUB Office required to be counted toward state participation goals. The total value of minority business contracting will be MBForms 2002-Revised July 2010 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Aslach to Bid Mach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to bid Attach to Bid Attach to Bid State of North Carolina AFFIDAVIT A- Listing of Good Faith Efforts County of Wake (Name of Bidder) Affidavit of Muter Construction I have made a good faith effort to comply under the following areas checked: Bidders must earn at least 50 points from the good faith efforts listed for their laid to be considered responsive. (1 NC Administrative Code 30 1.0101) ❑ 1 —(10 pts) Contacted minority businesses that reasonably could have been expected to submit a quote and that were known to the contractor, or available on State or local government maintained lists, at least 10 days before the bid date and notified them of the nature and scope of the work to be performed. ® 2--(10 pts) Made the construction plans, specifications and requirements available for review by prospective minority businesses, or providing these documents to there at least 14 days before the bids are due. ® 3—(15 pts) Broken down or combined elements of work into economically feasible units to facilitate minority participation. ❑ 4—(10 pts)Worked with minority trade, community, or contractor organizations identified by the Office of Historically Underutilized Businesses and included in the bid documents that provide assistance in recruitment of minority businesses. ® 5—(10 pts)Attended prebid meetings scheduled by the public owner. ❑ 6—(20 pts) Provided assistance in getting required bonding or insurance or provided alternatives to bonding or insurance for subcontractors. ❑ T—(15 pts) Negotiated in good faith with interested minority businesses and did not reject them as unqualified without sound reasons based on their capabilities. Any rejection of a minority business based on lack of qualification should have the reasons documented in writing. ❑ 8—(25 pts) Provided assistance to an otherwise qualified minority business in need of equipment, loan capital, lines of credit, or joint pay agreements to secure loans, supplies,or letters of credit, including waiving credit that is ordinarily required. Assisted minority businesses in obtaining the same unit pricing with the bidder's suppliers in order to help minority businesses in establishing credit. ❑ 9—(20 pts) Negotiated joint venture and partnership arrangements with minority businesses in order to increase opportunities for minority business participation on a public construction or repair project when possible. ® 10- (20 pts) Provided quick pay agreements and policies to enable minority contractors and suppliers to meet cash-flow demands. The undersigned, if apparent low bidder, will enter into a formal agreement with the firms listed in the Identification of Minority Business Participation schedule conditional upon scope of contract to be executed with the Owner. Substitution of contractors must be in accordance with GS143-128.2(d) Failure to abide by this statutory provision will constitute a breach of the contract. The undersigned hereby certifies that he or she has read the terms of the minority business commitment and is authorized to bind the bidder to the cot herein set forth. Date: 5/14/2019 Name of Authorized Officer: J Signature: �t�� t°€ 111"�, Title: President 1A�:ft State of CotInty of SAI<, Subscribed and sworn 'to befo ine t s day of 20� i + �\ Notary Public £"osi5'ir� ` ti My commission expires r a r1�111►iflo '111 MBl±orms 2002-Rcviscd July 2010 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC STATE OF NORTH CARCLINA AFFIDAVIT ORANGE COUNTY I, Jahn Muter (the individual attesting below), being duly authorized by and on behalf of Muter Construction (the entity bidding on project hereinafter"Employer'') after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E-Verifv is the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies,or any successor or equivalent program used to verify the work authorizatlon of newly hired employees pursuant to federal law in accordance with IN CGS§64-25(5). 2. Employer understands that Employers Must Use E-Verify. Each employer,after hiring an employee to work in the United States,shall verify the work authorization of the employee through E-Verify in accordance with NCGS§64-26(a). 3. Employer is a person, business entity,or other organizatlon that transacts business in this Stage and that employs 25 or more employees in this State. (mark Yes or No) a. YES X , or b. NO 4. Employer's subcontractors comply with E-Verify,and if Employer is the winning bidder on this project Employer will ensure compliance with E-Verify by any subcontractors subsequently hired by Employer. This 14 day o Ma 2019. Signature of JCarolln Print or Type Muter State of Nortnge County Signed and sworn to(or affirmed) before me,this the o ... day of 201,461 o, f z �'� o ,c) \: My Commission Expires: �, Bv Notary Publlc DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC *****Contractor,Vendor or Bidder--Return This Form With All Other Required Documentation***** IRAN DIVESTMENT ACT CERTIFICATION REQUIRED BY N.C.G.S. 143C-6A-5(a) Name of Contractor,Vendor or Bidder: Muter Construction As of the date listed below,the contractor,vendor or bidder listed above,and all subcontractors utilized by the contractor,vendor or bidder listed above, is not listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S. 143-6A-4. The undersigned hereby certifies that he or she is authorized by the contractor,vendor or bidder listed above to make the foregoing statement. 5114/2019 Signature Date John Muter President Printed Name Title Notes to persons signing this foriu: N.C.G.S. 143C-6A-5(a)requires this certification for bids or contracts with the State of North Carolina,a North Carolina local government,or any other political subdivision of the State of North Carolina. The certification is required at the following times: ❑When a bid is submitted ❑When a contract is entered into(if the certification was not already made when the vendor made its bid) ❑When a contract is renewed or assigned N.C.G.S. 143C-6A-5(b)requires that contractors with the State,a North Carolina local government,or any other political subdivision of the State of North Carolina must not utilize any subcontractor found on the State Treasurer's Final Divestment List. The State Treasurer's Final Divestment List can be found on the State Treasurer's website at the address www.netreasurer,comllran and will be updated every 180 days, *""Contractor,Vendor or Bidder—Return This Form With All Other Required Documentation***** DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 01 � rn+ Document A31 - 2010 Bid Bond CONTRACTOR: SURETY: (Manse, legal status and address) (Name,legal status and prinellml place of Muter Construction,LLC business) Fidelity and Deposit Company of Maryland The author AND document has 100 N.Arendell Avenue ry P p y rY The author of this document has Zebulon,NC 27597 Contract Surety Bond Claims,c/o ZURICH added information needed for Its OWNER.' 1299 Zurich Way,Schaumburg,IL 60196-1056 completion.The author may also (Alatne,legal.status and addrless) have revised the text of the original AIA standard form.An Additions and Orange Count Deletions Report that notes added g y information as well as revisions to 200 South Cameron Street the standard form text is available P,a.Box 8181 from the author and should be Hillsborough NC 27278 reviewed,A vertical line In the Jeff margin of this document Indicates BOND AMOUNT:$ Five percent of Amount Bid_--(53o) where]he author has added necessary information and where PROJECT: the author has added to or deleted (Nairn,location a•addre.Fs,and 1'rojecl number, "an), from the origInet AIA text. Orange County Southern Expansion This document has important legal 2551 Homestead Road consequences,Consultation with an Chapel Hill.,NC 27516 attorney Is encouraged with respect to its completion or modification, The Contractor and Surety are bound to the Owner in the amount set forth above,for the Any singular reference to payment of which the Contractor and Surety bind themselves,their heirs,executors, Contractor,Surety,Owner or other administrators,successors and assigns,jointly and severally,as provided herein.The party shall be considered plural conditions of this Bond are such that if the Owner accepts lire bid of the Contractor where applicable. within the time specified in the bid docurnents,or within such time period as may be agreed to by the Owner and Contractor,and lire Contractor either(1)enters into a. contract with the Owner in accordance with the terms ofsuc11 bid,and gives such bond or bonds as in ay be specified in the bidding or Contract Documents,with a surely admitted in the jurisdiction of the Project and otherwise acceptable to the Owner,for the faith fill l perforniance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof or(2)pays to the Owner the difference,not to exceed the amount of this Bored,between the amount specified'sit said bid and such larger amount for which the Owner may in good faith contract with another party to perform the work covered by said bid,then this obligation shall be null and:void,otherwise to remain in full force and effect.The Surety hereby waives any notice of an agreement between the Owner acid C°ontrootor to extend the time in which the Owner may accept the bid.Waiver of notice by the Surety sliall not apply to any extension exceeding sixty(60)days in the aggregate beyond the time for acceptance of bids specified in the bid documents,and the Owner and Contractor shall obtain the 8urely's consent for an extension beyond sixty (60)days. If this Bond is issued in connection with a subcontractor's bid to a Contractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner she ll be deemed to be Contractor. When this Bond has been furnished to comply with a statutory or other legal requirement in the location of the Project,any provision in this Bond conflicting with said statutory or AIA Document A3101"-2010.Copyrigh10 1963.1970 and 2010 by The Ameacern Institute nrArchhects.All rights resarved.WARNING:This AIA' Init. Document is protected by US,Copyright Low end International Treaties.Unauthorized reproduction or distribt€flog of this AIA'r Document,or any portion of it,may ro5Ult in seVare clvlt and c[Im Ina I pan anios,and wilt be prosecuted to the maximum extant possible under the law.This document I was pmduoed by AiA software at r a:00:1 a ET on 11/13/2018 under Carder No.5089761115 which expires on 03126t2018.and is not for resale. Uor Notes: (MADAM) DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC legal requirement shall be deemed deleted herefroln and provisions conforming,to such statutory pr other 109011•" requiro tin cot shall be deemed incorporated h ere iit,When so[furnished,the intent is that this B0114slial(.16e construed as a statutory bond and not ns a common law bond. r 14(h Signed and sealed(his day ofMay,2019, Mute Constructio LC ,,•p'��: ..�p ([Corr crrrnr as P 1� Fide)i an ❑ alit Company of Ma aaal (.Sure yJ (13'ifness) Wendy E.Lahm (T'ille An la Yount,Attorne -i -Fact k i AIA Document A31aT"—2010.Copyright V 1963,1970 and 2010 by The American Institute of Architects.All rights reea"ad.WAMING;This AIA® Init. Dootirnetsl is protected by 11.5,Copyright Law and International Treaties.Unauthorized reproduction or distribiotion of this AIAe Document,or any Z partials of it,may result in severe o iv!l and Criminal pone[ties.and will be proseouted to tits maximuns extent poszIble under the law.This document f was produced by AIA software at 18:00:18 ET on 1 ill 312016 under Order No.6089751116 which expires on OMM2019,and Is not for resale. Usor Notes: (389ADA3D) Docu ii SECURED Certificate Of Completion Envelope Id: 12DCC4El4D614DOEA2A27C6E689613AC Status: Completed Subject: Muter Construction Southern Campus Expansion Construction Contract Source Envelope: Document Pages: 1174 Signatures:6 Envelope Originator: Certificate Pages:6 Initials: 1 Angel Barnes AutoNav: Enabled 200 South Cameron Street Envelopeld Stamping: Enabled Hillsborough, NC 27278 Time Zone: (UTC-05:00)Eastern Time(US&Canada) abarnes@orangecountync.gov IP Address: 104.225.180.134 Record Tracking Status:Original Holder:Angel Barnes Location: DocuSign 6/28/2019 9:46:48 AM abarnes@orangecountync.gov Signer Events Signature Timestamp Beth Muter Sent:7/11/2019 9:57:43 AM bmuter@muterconstruction.com Viewed:7/11/2019 10:41:19 AM CEO A6F7276c926646C Signed:7/11/2019 3:31:02 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.108.207.26 Electronic Record and Signature Disclosure: Accepted:7/11/2019 10:41:19 AM ID:b720c3b2-75be-4lf3-a240-c0622ad050bd Janice Tyler sg dby. Sent:7/11/2019 3:32:12 PM jtyler@orangecountync.govU' fi'�[t.l'' Viewed:7/11/2019 3:53:23 PM 9 Y 9Oran e Count NC DA0 67E962D19F454FA. Signed:7/11/2019 5:44:44 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address:24.106.196.226 Electronic Record and Signature Disclosure: Not Offered via DocuSign Alisa Cornetto °vcoS`arr"�. �' Sent:7/11/2019 5:45:54 PM acornetto@orangecountync.gov �us& LA�h Viewed:7/12/2019 9:10:59 AM 09/27/16 7FDCF917E3W496. Signed:7/12/2019 5:57:44 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 107.77.237.233 Signed using mobile Electronic Record and Signature Disclosure: Accepted:6/21/2019 2:53:02 PM ID:5146feed-2c2f-4406-a7e2-6d3685117e94 Paul Laughton Sent:7/12/2019 5:58:48 PM plaughton@orangecountync.gov le—c" Viewed:7/14/2019 3:10:37 PM Interim Finance Director Signed:7/18/2019 3:38:29 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address:24.106.196.226 Electronic Record and Signature Disclosure: Accepted:6/24/2019 2:26:54 PM ID:873a1e69-781a-4832-80ef-62d6725ee328 Signer Events Signature Timestamp Gary Donaldson °° eJ` °y- Sent:7/18/2019 3:39:44 PM gdonaldson@orangecountync.gov Erq"'M" Viewed:7/19/2019 10:21:17 AM Finance Director 704U181ACC1409 Signed:7/19/2019 10:22:02 AM Orange County NC Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None) Using IP Address:24.106.196.226 Electronic Record and Signature Disclosure: Not Offered via DocuSign John Roberts ° sa °Y' Sent:7/19/2019 10:23:09 AM joroberts@orangecountync.gov �tL, �� Viewed:7/22/2019 9:53:32 AM Orange Count Attorney 13E4A7°33E°6PA465... Signed:7/29/2019 2:44:02 PM 9 Y Y 9 Orange County NC Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None) Using IP Address:98.101.238.170 Electronic Record and Signature Disclosure: Not Offered via DocuSign g y: Bonnie HammersleySent:7/29/2019 2:45:16 PM 1f'0'63?9'1'KE17�]E47? tUAM �bhammersley@orangecountync.gov Viewed:7/29/2019 2:47:30 PM County Manager . Signed:7/29/2019 2:47:42 PM 8/11/16 Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address:24.106.196.226 Electronic Record and Signature Disclosure: Accepted:6/22/2019 12:14:27 PM ID:7f47a0eb-7a43-4401-b2da-1633252ad583 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Angel Barnes Sent:7/29/2019 2:49:07 PM abarnes@orangecountync.gov Resent:7/29/2019 2:50:42 PM Capital Project Manager Viewed:7/29/2019 3:05:19 PM Orange County NC Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Phyllis Fontes � Sent:7/29/2019 2:49:08 PM pfontes@orangecountync.gov ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Beth Muter Sent:7/29/2019 2:49:09 PM bmuter@muterconstruction.com ED Viewed:7/29/2019 3:16:01 PM CEO Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:7/11/2019 10:41:19 AM ID:b720c3b2-75be-4lf3-a240-c0622ad050bd Drew Wilgus Sent:7/29/2019 2:49:10 PM dwilgus@smithsinnett.com Viewed:7/31/2019 12:42:34 PM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Ingersoll '" ** Sent:7/29/2019 2:49:11 PM singersoll@orangecountync.gov �"O Pi E D Viewed:8/22/2019 8:43:15 AM Orange County NC Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/29/2019 2:49:11 PM Certified Delivered Security Checked 7/29/2019 2:49:11 PM Signing Complete Security Checked 7/29/2019 2:49:11 PM Completed Security Checked 7/29/2019 2:49:11 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID:12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC ORANGECOUNTY NORTH CAROLINA DISPUTE RESOLUTION RULES AND PROCEDURES FOR ORANGE COUNTY DESIGN,BUILDING CONSTRUCTION,RENOVATION,AND REPAIR PROJECTS RULE 1.INITIATING MEDIATED SETTLEMENT CONFERENCES A.Purpose of Mandatory Settlement Conferences.Pursuant to G.S.§143-128(f1)and 143- 135.26(11),these Rules are promulgated to implement a mediated settlement program designed to focus the parties'attention on settlement rather than on claim preparation and to provide an opportunity for orderly settlement negotiations to take place. Nothing herein is intended to limit or prevent the parties from engaging in settlement procedures voluntarily at any time prior to or during commencement of the dispute resolution process. B.Initiating the Dispute Resolution Process 1.Any party to a County public construction contract(referred to herein generally as the "Contract")governed by Article 8.Ch. 143 of the General Statutes and identified in G.S.§143- 128(f1)and who is a party to a dispute arising out of the Contract and the construction process in which the amount in controversy is at least$15,000 may submit a written request to the County for mediation of the dispute. 2.Prior to submission of a written request for mediation to the County,the party requesting mediation should give notice of any and all claims in accordance with their respective contracts, obtain decisions on the claims as required or allowed by their respective contracts,and attempt to resolve the dispute according to the terms and conditions in their respective contracts.The Mediator may adjourn any mediated settlement conference if the Mediator believes,in his or her sole discretion,that the parties have not satisfied all of the terms and conditions of their respective contracts and that doing so will enhance the prospects for a negotiated settlement. C.Condition Precedent to Litigation.Before any party to a Contract may commence a civil action against the County seeking remedies for breach or non-performance of the Contract by the County,said party must first initiate the dispute resolution process under these rules and attend and participate in good faith in the mediated settlement conference. RULE 2.SELECTION OF MEDIATOR A.Mediator Listing.A List of Mediators acceptable to the County is maintained by the County Attorney and that list is incorporated by reference into these Rules. B.Selection of Mediator.The party requesting mediation shall select a Mediator from the List of Mediators and shall file,with the County,a Notice of Selection of Mediator within 21 days of the request for mediation.Such notice shall state the name,address,and phone number of the Mediator selected. If Revised 10/17 DocuSign Envelope ID:12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC the Mediator selected is not available or declines to participate for any reason,the requesting party shall select another person from the List of Mediators.If the party requesting mediation does not select and designate a mediator within 21 days of the request for mediation,the County shall have the right in its absolute discretion to appoint a mediator from its List of Mediators. C.Disqualification of Mediator.Any party may request replacement of the Mediator for good cause. Nothing in this provision shall preclude Mediators from disqualifying themselves. RULE 3.THE MEDIATED SETTLEMENT CONFERENCE A.Where Conference is to be Held. Unless all parties and the Mediator otherwise agree,the mediated settlement conference shall be held in county seat of Orange County.The Mediator shall be responsible for reserving a place,making arrangements for the conference,and giving timely notice of the time and location of the conference to all attorneys,unrepresented parties and other persons or entities required to attend. B.When Conference is to be Held.The mediation shall be completed within 90 days after selection of the Mediator unless all parties to the mediation agree to a different schedule. C.Request to Accelerate or Extend Deadline for Completion.Any party or the Mediator may request the County to accelerate or extend the deadline for completion of the conference.Such request shall state the reasons the acceleration or extension is sought and shall be served by the moving party upon the other parties and the Mediator.Objections to the request must be promptly communicated to the County and to the Mediator. The County,with the concurrence of the designated Mediator,may grant the request by adjusting the time for completion of the conference. D.Recesses.The Mediator may recess the mediation conference at any time and may set times for reconvening.If the Mediator determines the time and place where the conference is to reconvene before the conference is recessed,no further notice is required to persons present at the conference. E.Project Delay.The mediated settlement conference that results from a construction contract dispute shall not be cause for the delay of the construction project. RULE 4.DUTIES OF PARTIES AND OTHER PARTICIPANTS IN FORMAL DISPUTE RESOLUTION PROCESS A.Attendance. 1.All parties to the dispute must designate an official representative to attend the mediation. 2."Attendance"means physical attendance,not by telephone or other electronic means.Any attendee representing a party must have authority from that party to bind it to any agreement reached as a result of the mediation. 3.Attorneys representing parties may attend the mediation,but are not required to do so. Revised 10/17 DocuSign Envelope ID:12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 4.Sureties and insurance company representatives are required to physically attend the mediation unless the Mediator and all of the other parties to the mediation excuse their attendance or consent to their attendance by telephone or other electronic means. 5.The parties who attend a duly scheduled mediation conference shall have the right to recover their share of the Mediator's compensation from any party or parties who fail to attend the conference without good cause. B.Finalizing Agreement.If an agreement is reached in the conference,the terms of the agreement shall be confirmed in writing and signed by all parties. C.Payment of Mediation Fee:Mediation Fees charged by the Mediator shall be paid in accordance with G.S.§143-128(f1). D.Failure to Compensate Mediator.Any party's failure to compensate the Mediators in accordance with G.S.§143-128(f1)shall subject that party to a withholding by the County of said amount of money from the party's payment or any other moneys owed by that party to the County. Should the County fail to compensate the Mediator,it shall hereby be subject to a civil cause of action from the Mediator for the County's portion of the Mediator's total fee as required by G.S.§143-128(f1). RULE 5.AUTHORITY AND DUTIES OF MEDIATORS A.Authority of Mediator. 1.Control of Conference.The Mediator shall at all times be in control of the conference and the procedures to be followed. 2.Private Consultation.The Mediator may communicate privately with any participant or counsel prior to and during the conference.The fact that private communications have occurred with a participant shall be disclosed to all other participants at the beginning of the conference. 3.Scheduling the Conference.The Mediator shall make a good faith effort to schedule the conference at a time that is convenient with the participants,attorneys and Mediator.In the absence of agreement,the Mediator shall select the date for the conference. 4.Determining good cause for a party's failure to appear at a scheduled mediation conference. B.Duties of Mediator. 1.The Mediator shall define and describe the following at the beginning of the conference: a.The process of mediation. b.The difference between mediation and other forms of conflict resolution. c.The costs of the mediated settlement conference. d.That the mediated settlement conference is not a trial,the Mediator is not a judge, and the parties retain their legal rights if they do not reach settlement; however,the Revised 10/17 DocuSign Envelope ID:12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Mediator will advise all parties that failure to appear at mediation without good cause may result in imposition of sanctions and may be asserted as a bar to lawsuits by claimants who have failed to exhaust this administrative remedy. e.The circumstances under which the Mediator may meet and communicate privately with any of the parties or with any other person. f.Whether and under what conditions communications with the Mediator will be held in confidence during the conference. g.The inadmissibility of conduct and statements as provided by G.S.§7A-38.1(1). h.The duties and responsibilities of the Mediator and the participants. i.That any agreement reached will be reached by mutual consent. 2. Disclosure:The Mediator has a duty to be impartial and to advise all participants of any possible bias,prejudice or partiality. 3. Declaring Impasse:The Mediator may determine at any time during the mediation conference that an impasse exists and that the conference should end. 4. Reporting Results of Conference.The Mediator shall submit a written report to the County and the other parties within 10 days of the conference stating whether or not the parties reached an agreement.The Mediator's report shall indicate the absence of any party from the mediated settlement conference without permission or good cause. 5.Scheduling and Holding the Conference. It is the duty of the Mediator to schedule the conference and conduct it prior to the deadline of completion set by the rules.The Mediator shall strictly observe deadlines for completion of the conference unless said time limit is changed by agreement of the parties. RULE 6.COMPENSATION OF THE MEDIATOR The parties shall compensate the Mediator for mediation services at the rate proposed by the Mediator and agreed to by the parties at the time the Mediator is selected. RULE 7.RULE MAKING These Rules may be amended by the County at any time.Amendments will not affect mediations where claims and/or requests for mediation have been filed at the time the amendment takes effect. RULE 8.DEFINITIONS A."County"shall mean Orange County North Carolina. B."Project Designer"is that person or firm stipulated as project designer in the Contract Documents for the project. Revised 10/17 DocuSign Envelope ID:12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC C."Claim"is a demand or assertion by a party seeking adjustment or interpretation of Contract terms, payment of money,extension of time or other relief with respect to the terms of the Contract.The term "Claim"also includes other disputes and matters in question between the parties to a Contract involved in the County's building construction renovation and repair projects arising out of or relating to the Contract or the construction process.Claims must be initiated by a written notice.The responsibility to substantiate Claims shall rest with the party making the Claim. D."Good Cause"generally includes any circumstance beyond the control of a party,which prevents that party from meeting obligations.When good cause is asserted as an excuse for a party's failure to appear at a mediation conference or to otherwise comply with the requirements of these Rules,the Mediator, in his or her sole discretion,will determine whether good cause exists to excuse the party's failure to appear or otherwise comply with these rules. RULE 9.TIME LIMITS A.Any time limit provided for by these Rules may be waived or extended at the sole discretion of the County,if no Mediator has been selected,and at the discretion of the County with concurrence of the Mediator if a Mediator has been selected. Revised 10/17 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 1 EXHIBIT 1----GENERAL CONDITIONS Table of Contents Page Article1. Definitions......................................................................................................................3 Article 2. Correlation, Interpretation, and Intent of Contract Documents.....................................7 Article 3. Familiarity with Work, Conditions and Laws..................................................................8 Article4. Bonds............................................................................................................................9 Article 5. Insurance and Indemnity ..............................................................................................9 Article 6. Other Record Documents and Submittals...................................................................16 Article7. Contractor....................................................................................................................18 Article8. Owner .........................................................................................................................26 Article 9. Construction Manager ................................................................................................26 Article10. Designer ...................................................................................................................26 Article11. Testing and Surveying..............................................................................................27 Article 12. Separate Contracts...................................................................................................27 Article13. Contract Time ..........................................................................................................28 Article 14. Changes in the Work ...............................................................................................31 Article 15. Change of the Contract Price ..................................................................................33 Article 16. Unforeseen Conditions.............................................................................................35 Article 17. Correction of Work before Final Payment ...............................................................35 Article 18. Correction of Work after Substantial Completion; Warranties and Guaranties........36 Article 19. Owner's Right to Do Work .......................................................................................37 Article 20. Partial Payments .....................................................................................................37 Article21. Final Payment..........................................................................................................40 Article 22. Contractor, Subcontractor and Supplier Affidavit ....................................................41 Article 23. Assignments and Subcontracts................................................................................41 Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 2 Article 24. Measurements........................................................................................................41 Article 25. Contractor and Subcontractor Relationships..........................................................42 Article26. Use of Premises .....................................................................................................42 Article 27. Cutting, Patching and Fitting ..................................................................................42 Article 28. Dispute Resolution ................................................................................................43 Article29. Taxes......................................................................................................................43 Article 30. Operation of Owner's Facilities...............................................................................44 Article 31. Third Party Beneficiary Clause...............................................................................44 Article 32. Measurement of Quantities ....................................................................................44 Article 33. Termination by the Owner for Cause .....................................................................44 Article 34. Termination or Suspension by the Owner for Convenience...................................45 Article 35. Minority Business Enterprise Program........................................................46 Article 36 E-Verify, Iran Divestment, Israel Boycott, and Digital....................................46 Article37. General...................................................................................................................46 Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 3 ARTICLE 1. DEFINITIONS 1.1 Agreement - The Construction Contract, these General Conditions, and any Supplementary Conditions. 1.2 AIA-The American Institute of Architects. 1.3 ASTM - The American Society for Testing and Materials. 1.4 Beneficial Occupancy— Use of the Project by the Owner after Substantial Completion, but prior to Final Completion.. 1.5 Change Order-A written order to the Contractor signed by the Owner and the Designer authorizing an addition, deletion, or revision in the Work and/or an adjustment in the Contract Price and/or the Contract Time issued after execution of the Construction Contract. See paragraph 14.1. 1.6 Completion Date - Those dates identified as Completion Dates in the Contract Construction Schedule or elsewhere in the Contract Documents. 1.7 Construction Contract—The document executed by the Contractor and the Owner to formally memorialize their consent to the terms of the Agreement. 1.8 Construction Change Directive —A written order to the Contractor signed by the Owner and the Designer directing an addition, deletion, or revision in the Work after execution of the Construction Contract, in circumstances when the parties have been unable to agree on an adjustment to the Contract Price or the Contract Time, but the Owner requests that the Contractor proceed with said addition, deletion, or revision in the Work subject to adjustment of the Contract Price and/orContract Time under the procedures described herein. 1.9 Construction Manager(s) - The person(s) or firm designated as the Construction Manager in the Contract Documents, or their authorized representatives. The Construction Manager(s), as referred to herein, will be referred to hereinafter as if each were of the singular number and masculine gender. 1.10 Contract Construction Schedule - That schedule described in Article 13 hereof and identified as the Contract Construction Schedule. 1.11 Contract Documents -All of the documents that make up the Agreement, plus the Drawings and Specifications that describe the scope of the Work, plus allowable Modifications to the Contract Documents. 1.12 Contract Price - The total monies payable to the Contractor under the Contract Documents pursuant to paragraph 15.1 of the Agreement. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 4 1.13 Contract Time -The number of calendar days stated in, or computed from, the Contract Documents for the completion of the Work, or any portion thereof. See, particularly, Article 13 hereof and the Contract Construction Schedule. Time of completion as specified therein is of the essence. The time used and referred to on the Project will be that time which is observed in Raleigh, North Carolina, being Eastern Daylight Savings Time (EDT), Eastern Standard Time (EST), or other as designated by the Designer. 1.14 Contractor- The Contractor shall be that party identified as such in the Contract Documents. 1.15 Days - Unless otherwise indicated, the term "days" shall mean consecutive calendar days. 1.16 Daylight Hours - The hours or portions of hours between sunrise and sunset local time. 1.17 Designer(s)—The person or firm designated as the Designer in the Contract Documents, or their authorized representatives. The Designer(s), as referred to herein, shall mean architect, landscape architect, and/or engineer. They will be referred to hereinafter as if each were of the singular number and masculine gender. On projects for which there is no Designer designated references to approvals or authorizations of or by the Designer shall be interpreted to refer to approvals or authorizations of Owner or Owner's designee. 1.18 Drawings - The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Work, and generally including plans, elevations, sections, details, schedules and diagrams. A list of the Drawings is contained in the Contract Documents. 1.19 Field Order- A written order issued by the Designer which clarifies or interprets the Contract Documents or orders minor changes in the Work in accordance with the Contract Documents. See paragraph 14.2. 1.20 Final Completion -The point at which the Contractor has completed the Work, with the exception of guaranty and warranty obligations and as determined by the Designer and becomes entitled to final payment upon the recommendation of the Designer and determination by the Owner. 1.21 The words "furnish," "furnish and install," "install," and "provide" or words with similar meanings shall be interpreted, unless otherwise stated, to mean furnish and install complete, in place and ready for service. 1.22 Liquidated Damages — See paragraph 13.18 of these General Conditions. 1.23 Modification - (A) a written amendment to the Contract Documents signed by the Owner and the Contractor and identified therein as such, (B) a Change Order, (C) Construction Change Directive, or(D) a Field Order. A Modification may only be issued after execution of the Agreement. 1.24 Notice of Award - The written notice by the Owner to the Contractor that the Contractor is the successful Bidder and that upon compliance with the conditions precedent to be fulfilled by Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 5 the Contractor within the time specified, the Owner will execute and deliver the Agreement to him. 1.25 Notice to Proceed - See paragraph 13.3. 1.26 Owner-The Owner is the person designated as such in the Agreement. 1.27 Owner's Representative - A person, or persons, authorized and employed by the Owner and designated from time to time by written notice to the Contractor to administer the Contract Documents, and to observe and monitor the Work on behalf of the Owner with authority and responsibility as herein specified. 1.28 Notice - The term "notice" or"written notice" as used herein shall mean and include all written notices, demands, instructions, and claims approvals and disapprovals furnished by the Owner or the Designer to obtain compliance with the requirements of the Contract Documents, as well as all written notices, demands, instructions and claims furnished by the Contractor as required by the Contract Documents. Where notice is required under the terms of the Contract Documents written notice shall always be required, and oral or"constructive" notice shall be insufficient and ineffective as notice. Email or other electronic delivery shall be insufficient and ineffective as notice unless specifically allowed by the Supplementary Conditions or a Modification to the Agreement. Written notice shall be deemed to have been duly served on the date that it is delivered in person to the individual or to a member of the firm, to an officer of the corporation for whom it is intended, to an authorized representative of such individual, firm, or corporation, or on the date that it is mailed by registered or certified mail, return receipt requested, addressed to the last business address of such individual, firm, or corporation known to the person giving the notice. Written notice may also be given by facsimile transmission, provided that proof of delivery is obtained. In the case of delivery in person, such delivery shall not be effective unless and until a written and signed receipt showing the date and time of delivery is obtained. 1.29 Project - The total construction of which the Work performed under the Contract Documents may be the whole or a part. 1.30 Project Expediter—As used herein, is an entity stated in the Contract Documents, designated to effectively facilitate scheduling and coordination of Work activities. For the purpose of a single prime contract, the single prime contractor is designated as the Project Expediter. For the purpose of a project involving separate prime contracts, the Contractor for general work shall be designated as the Project Expediter unless otherwise indicated in the Supplementary General Conditions. See paragraph 7.27. 1.31 Project Manager- That person designated by the Contractor in accordance with paragraph 7.2 who shall be in general charge of the Work and its performance and who shall have the authority set forth in the last sentence of paragraph 7.2. 1.32 Request for Information -A written communication from the Contractor to the Designer for any interpretation of, or information needed, required, or desired under the Contract Documents. The Owner reserves the right to determine the reasonable format and contents required for a Request for Information. In any Request for Information, the Contractor shall state a reasonable date by which a response is necessary in order to avoid delay in progress on the Work and shall Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 6 make such request sufficiently in advance of such date as to avoid any such delay. The Designer shall respond in writing to the Request for Information by the date stated by the Contractor unless he cannot reasonably do so, in which case he shall prior to that date notify the Contractor of the date by which he can reasonably respond. The Contractor shall not be entitled to any additional time for the completion of the Work or any portion thereof by reason of the Designer's failure to respond if he has not submitted his Request for Information sufficiently in advance to allow the Designer a reasonable time within which to respond. 1.33 Request for Payment - The form, in the form of AIA Document G702 (latest ed.) or other published document approved by Owner, which is to be used by the Contractor in requesting progress payments and which is to include a Schedule of Values as required by the Contract Documents and an affidavit of the Contractor that progress payments theretofore received from the Owner on account of the Work have been applied by the Contractor to discharge in full all the Contractor's obligations incurred in connection with Work covered by all prior applications for payment. See paragraph 20.2. 1.34 Resident Superintendent- That person designated by the Contractor in accordance with paragraph 7.2 who has day-to-day responsibility for the prosecution of the Work and the obtaining of proper materials and equipment, and adequate labor and who shall have the authority set forth in the last sentence of paragraph 7.2. 1.35 Schedule of Values -Any breakdown of the Contract Price which may be required by the Contract Documents, and designated as such. See paragraph 20.1. 1.36 Specifications -That portion of the Contract Documents consisting generally of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work and performance of related services. 1.37 Subcontractor-A person, firm, or corporation who has entered into a direct contract with the Contractor to perform any of the Work at the Project. 1.38 Submittal - Shop drawings, product data, samples, and other documents required by the Contract Documents to be submitted by the Contractor to the Designer. 1.39 Submittal Register- See paragraph 13.2 of these General Conditions. 1.40 Substantial Completion -The point at which the Work, and Work by other Contractors on or in connection with the Project, as determined by the Designer, is sufficiently complete in accordance with the Contract Documents that it can be beneficially occupied by the Owner, and the Work can be utilized by the Owner for its intended use, and all necessary permits and permissions for Beneficial Occupancy and utilization having been obtained by the Contractor. All operations and maintenance manuals, Owner training, and as-built drawings must be submitted prior to Substantial Completion being achieved. 1.41 Sub-subcontractor- A person or entity that has a direct or indirect contract with a Subcontractor to perform any of the Work at the Project. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 7 1.42 Work - The construction and services required by the Contract Documents, including all labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. 1.43 All references in the Contract Documents to the masculine shall be interpreted as including the feminine or neuter and all references in the Contract Documents to the singular or the plural shall be interpreted as including the other, as may be appropriate in the reasonable interpretation of the Contract Documents. ARTICLE 2. CORRELATION, INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 2.1 It is the intent of the Specifications and Drawings and other Contract Documents to describe a complete Project in accordance with the Contract Documents. 2.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If the Contractor finds a conflict, error or discrepancy in the Contract Documents, the Contractor shall notify the Designer in writing before proceeding with the Work affected thereby. In resolving such conflicts, errors and discrepancies, the Contract Documents shall be given preference in the following order: Construction Contract, Modifications, Addenda, General Conditions, Specifications, and Drawings. Figure dimensions on Drawings shall govern over scale dimensions, and detailed Drawings shall govern over general Drawings. Any Work that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied whether or not it is specifically called for. Work, materials or equipment described in words which, so applied, have a well-known technical trade meaning shall be deemed to refer to such meaning and to incorporate any recognized standards which are a part of such meaning if not otherwise defined within the Contract Documents. 2.3 Miscellaneous items, accessories and work which are not specifically mentioned, but which are essential to produce a complete and properly operating installation, or useable structure or plant providing the indicated function shall be furnished and installed without change in the Contract Price. Such miscellaneous items and accessories shall be of the same quality standards, including material, style, finish, strength, class, weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is an essential part, and shall be approved by the Designer before installation. This requirement is not intended to include major components not covered by or inferable from the Contract Documents. 2.4 The Work of all trades under the Contract Documents shall be coordinated by the Contractor in such a manner as to obtain the best workmanship possible for the entire Project and all components of the Work shall be installed or erected in accordance with the best practices of the particular trade. 2.5 The Contractor shall fully complete the Work and shall be responsible for all of the Work under the Contract Documents to which the Construction Contract applies. If the Contractor is prevented from doing so by any limitation of the Contract Documents, the Contractor shall immediately give notice thereof to the Designer and the Owner in writing. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 8 2.6 Standard specifications or manufacturers' literature, when referenced, shall be of the latest revision or printing unless otherwise stated and is intended to establish the minimum requirements acceptable. 2.7 For those materials specified without the use of brand names, the Contractor shall submit within thirty (30) days after his receiving the Construction Contract for signatures, any product that meets the express requirements of the Specifications. Such Submittal shall include manufacturer's data, test reports, performance data and certifications, samples, erection details, and other applicable information as required to permit determination by the Designer whether such proposed products are suitable. The Designer shall be the sole judge as to the suitability of any proposed product. The burden of proof of quality rests with the Contractor. 2.8 The Contractor is required to examine and read the complete set of Contract Documents for information concerning the Work, because some of the Work for which the Contractor will be responsible may be indicated on or in documentation applying primarily to the Work of one or more other separate prime contractors. No allowance will be made for the Contractor's failure to become familiar with the complete set of project documents. 2.9 Contractor's requests for clarification or information shall clearly define the cause(s) of Contractor's request and, as appropriate, shall include Contractor's interpretation and Contractor's proposed solution. ARTICLE 3. FAMILIARITY WITH WORK, CONDITIONS AND LAWS 3.1 The Contractor has investigated prior to bidding and is satisfied with all conditions affecting the Work, including but not restricted to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electrical power, roads and uncertainties of weather, or similar physical conditions at the Project site, and the character of equipment and facilities needed prior to and during prosecution of the Work. The Contractor is satisfied as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from inspection of the Project site, including all exploratory work done by the Owner, as well as from information presented by the Contract Documents, or any other information made available to the Contractor prior to receipt of bids. Any failure by the Contractor to become acquainted with the available information shall not relieve the Contractor from the responsibility for estimating properly the difficulty or cost of successfully performing the Work. 3.2 The Contractor shall be entitled to make all inferences from the Contract Documents that would reasonably be made by a contractor having knowledge and experience with similar work; however, the Contractor shall not be entitled to infer from the Contract Documents any fact or condition which would not be inferred by a contractor having knowledge and experience with similar work and the Contractor shall be required to obtain independently such other information as a knowledgeable and experienced contractor would prudently obtain in order to evaluate any such condition. 3.3 The Contractor specifically acknowledges familiarity with all Federal, State, and local laws, ordinances, rules, and regulations which may in any manner affect those engaged or employed in the Work, or the materials or equipment in or about the Work, or in any way affect the conduct of the Work and agrees that the Contractor and the Contractor's employees, subcontractors, Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 9 and suppliers will, at all times, comply with same. If the Contractor shall discover any provisions in the Contract Documents which are contrary to or inconsistent with any such law, ordinance, rule, or regulation, the Contractor shall immediately give notice thereof to the Designer and the Owner in writing, identifying any items of Work affected, and the Contractor shall not proceed until the Contractor has received written direction from the Designer with respect to these items. If the Contractor performs contrary to or inconsistently with any such law, ordinance, rule, or regulation without such written direction, the Contractor shall bear all costs which are a consequence of such performance. 3.4 At times selected by the Designer after execution by the Contractor of the Construction Agreement, a pre-construction conference shall be scheduled and conducted for the benefit of the Project. ARTICLE 4. BONDS 4.1 A performance bond in the full amount of the Contract Price shall be required of the Contractor to guarantee the faithful performance of the Work in compliance with the Contract Documents, in such form as may be required by law and approved by the Owner. The bond shall be dated the same date as the Construction Contract and must be accompanied by a current copy of the power of attorney for the attorney-in-fact executing such bond on behalf of a surety company licensed to do business in the state of North Carolina. 4.2 A payment bond in the full amount of the Contract Price shall be required of the Contractor to guarantee the payment of all labor and material costs or claims in connection with compliance with the Contract. The payment bond shall be in such form as may be required by law and approved by the Owner. Said bond shall be dated and executed in the same manner as the performance bond in paragraph 4.1. ARTICLE 5. INSURANCE AND INDEMNITY 5.1 CONTRACTOR PROVIDED INSURANCE The Contractor shall, without limiting its obligations or liabilities, procure, pay for and maintain such insurance as is required by law and as is required by this Agreement to protect the Contractor and the Owner from claims for damages for bodily injury, including death, and from claims for property damage which may arise from the Contractor's or its representatives', consultants', Subcontractors', agents', or employees' operations under this Agreement. Such insurance shall be of the kinds and have limits of liability and coverages not less than the minimum limits hereinafter specified or required by law, whichever is greater. The Owner makes no representation as to the adequacy or sufficiency of such coverages. The following requirements shall in no way be construed to limit or eliminate the liability of the Contractor, which arises from performance of Work under the Agreement. The Contractor is strictly responsible for any losses, claims, and costs of any kind which exceed the Contractor's limits of liability, or which may be outside the coverage scope of the policies. The insurance specified shall be provided by an insurer approved by the Owner, authorized to do such business in the State of North Carolina, and on terms approved by the Owner. Insurance companies utilized shall have a minimum rating of A- and Class VII as evaluated by the most current A.M. Best Rating Guide. If the insurer has a Best Rating less than A- and Class VII, the Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 10 Contractor must receive specific written approval from the Owner prior to proceeding with any Work under the Agreement. All agents and brokers shall hold valid licenses from the State of North Carolina. Before commencing mobilization to the Project site and not later than 7 days after the receipt of the Construction Contract by the Contractor for signatures, the Contractor shall furnish to the Owner a certificate or certificates of insurance in a form satisfactory to the Owner. Upon request of the Owner, the Contractor shall provide the Owner with certified copies of the insurance policies required by this Article, including without limitation declaration pages, conditions, exclusions and endorsements, and confirmation that each policy premium has been paid for the required term of this Agreement. A copy of the umbrella policy shall be provided to the Orange County Risk Manager. Certificates shall be signed by a person authorized by that insurer to bind coverage on its behalf. All insurance policies shall provide, as evidenced by Certificates of Insurance, that the insurance shall not be canceled, reduced, restricted, or changed in any way without at least 30 days prior written notice to the Owner. With regard to expiration, cancellation, reduction, restriction, or any other change, certificates shall state: "Should any of the following described policies be canceled before expiration date or be due to expire within 30 days, the insurer shall mail 30 days prior written notice to named certificate holder." In the event of any such cancellation, non-renewal, reduction, restriction, or change in any insurance, the Contractor is obligated to replace such insurance within 7 days without a gap in coverage and file accordingly such notice with the Owner, and other interested parties. Failing immediate receipt of evidence of such replacement of insurance the Owner reserves the right to procure such insurance as the Owner considers desirable and the Contractor shall pay or reimburse the cost of the premium in respect thereof. It is expressly provided, however, that any action or inaction on the part of the Owner in this respect shall in no way change or reduce the Contractor's responsibilities and liabilities under this Agreement. Self-funded, policy fronting, or other non-risk transfer insurance mechanisms are not acceptable without prior written approval of the Owner. Full disclosure of such a program must be made prior to commencing mobilization to the Project site. Failure to make a full disclosure constitutes a material breach of the Agreement, justifying termination for default. The Contractor shall name the Owner, the Designer, the Designer's consultants, and the Construction Manager as additional insureds under all its insurance contracts (except workers' compensation) with respect to and including without limitation liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, and automobiles owned, hired, leased, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to additional insureds. For any claims related to this Project, the Contractor's insurance or self-insurance shall be primary and noncontributory with respect to the Owner's insurance. Any insurance or self- insurance maintained by the Owner shall be excess and noncontributory with respect to the Contractor's insurance. All policies of insurance shall contain a clause waiving rights of subrogation against the Owner, unless the Owner approves otherwise in writing. Limits of coverage are not to be amended by deductible clauses of any nature without the express written consent of the Owner. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 11 The Contractor shall be solely responsible for any deductible assumptions that may exist in any insurance policies required under this Agreement. In addition, the Contractor shall be responsible and shall not be reimbursed for any losses arising from any risk or exposure not insured as required herein, or not covered as a result of a normal policy exclusion or that falls within the self-insured retention, if Contractor self-insured. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. The claim provisions in the Contractor's insurance policies must specifically state the insurance company or Contractor's Third Party Administrator, if self-insured, has both the right and duty to adjust a claim and provide defense. The policies shall not contain any provision or definition which would serve to exclude or eliminate from coverage third party claims, including exclusions of claims for bodily or other injury to shareholders, partners, officers, directors, or employees of the insured, the premises owner, real estate manager, or the insured's Subcontractor, or any family relative of such persons. If the policies contain any warranty stating that coverage is null and void (or words to that effect) if the Contractor does not comply with the most stringent regulations governing the Work, it shall be modified so that coverage shall be afforded in all cases except for the Contractor's willful or intentional noncompliance with applicable government regulations. Any failure by any person to comply with reporting or other provisions of the policy including breach of warranties, shall not affect coverage provided to the Owner and its representatives, officials, and employees. The insolvency or bankruptcy of the Insured or of the Insured's estate shall not relieve the insurance companies of their obligations under these policies. Any clauses to the contrary are unacceptable and must be stricken. Failure to comply with these requirements shall be a material breach of this Agreement justifying termination for default. 5.1.1 Worker's Compensation and Employers' Liability Insurance The Contractor and its Subcontractors shall procure and maintain Workers' Compensation Insurance in the amount and type required by the State of North Carolina and federal law for all employees employed under the Agreement who may come within the protection of Workers' Compensation Laws and covering all operations under the Agreement whether performed by the Contractor or by his Subcontractors. In jurisdictions not providing complete Workers' Compensation protection, the Contractor and his Subcontractors shall maintain employers' liability insurance in an amount, form, company, and agency satisfactory to the State of North Carolina and the Owner for the benefit of all employees not protected by Workers' Compensation Laws and covering all operations under the Agreement whether performed by the Contractor or by his Subcontractors. The Contractor shall pay such assessments as will protect the Contractor and the Owner from claims under the Workers' Compensation Laws, workers' or workmen's compensation disability benefits, and other similar employee benefit acts. The current Experience Modification Factor shall be indicated on the Certificate of Insurance. Coverage under this section shall be as required by federal and state Workers' Compensation and Occupational Disease Statutes, and shall have minimum limits as follows: Coverage A: Statutory, State of North Carolina Employers' Liability: Each Accident $1,000,000 Disease - Policy Limit $1,000,000 Disease - Each Employee $1,000,000 Such insurance shall include Voluntary Compensation coverage, a Waiver of Subrogation Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 12 in favor of the Owner as well as other endorsements that may be required by applicable jurisdictions. 5.1.2 Automobile Liability Insurance The Contractor shall procure and maintain automobile insurance against liability for bodily injury and property damage as described below, that may arise with respect to the Work being performed under the Agreement, and as will provide protection from claims which may arise out of or result from the Contractor's performance of the Work and the Contractor's other obligations under the Agreement, whether such performance of the Work is by the Contractor, by any representative or Subcontractor, by anyone, both officially and personally, directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. This policy of insurance shall carry the following minimum Limit of Liability: Combined Single Limit $1,000,000 per occurrence; Aggregate $2,000,000.00. The policy of insurance shall contain or be endorsed to include the following: a) owned, hired, and non-owned automobile liability. b) If the policy contains a warranty stating that coverage is null and void (or words to that effect) if the transporter does not comply with the most stringent regulations governing the Work, it shall be modified so that coverage shall be afforded in all cases except for the transporter's willful or intentional noncompliance with applicable government regulations. Any failure by any party to comply with reporting or other provisions of the policy including breach of warranties, shall not affect coverage provided to the Owner and its representatives, officials, and employees. No subcontracting of waste hauling shall be permitted without prior, written approval of the Owner. 5.1.3 General Liability This policy must be written on an Occurrence basis, with the following minimum Limits of Liability: General Aggregate per project $2,000,000.00 Products/Completed Operations Aggregate $2,000,000.00 Bodily Injury and Property Damage csl/each occurrence $1,000,000.00 Personal Injury and Advertising Injury $2,000,000.00 The policy of insurance shall contain or be endorsed to include the following: a) Blanket Contractual Liability covering Contractor's indemnification obligations under this Agreement, in accordance with ISO policy form CG 00 01. Modifications to the standard provision will not be acceptable if they serve to reduce coverage. b) Premises/Operations Liability. c) Explosion, collapse, and underground fault. d) Independent Contractors and Independent Subcontractors coverage. e) Broad Form Property Damage. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 13 f) Personal Injury g) Cross Liability/Severability of Interest clause. h) Employer's Stop-Gap Liability endorsement, if applicable. i) Amendment of the Pollution Exclusion Endorsement to allow coverage for bodily injury or property damage caused by heat, smoke, or fumes from a hostile fire. j) Designated General Aggregate Limit Endorsement if required by the Contract Documents. Coverage shall remain continuously in effect and without interruption for at least 6 years from the date of the Notice of Award and shall include coverage for exposures arising from operations that have been completed. The Contractor shall furnish the Owner and each other additional insured listed in the Agreement to whom the Certificates have been issued, evidence satisfactory to the Owner of continuation of such insurance at the date of Preliminary Acceptance and each year thereafter. 5.1.4 Pollution Legal Liability (PLL) Pollution Legal Liability coverage will be provided as follows: $1,000,000.00 per occurrence; Aggregate $2,000,000.00. 5.1.5 Umbrella Liability The Contractor shall maintain an occurrence basis (as distinguished from a "claims made" basis) Umbrella Liability policy (true follow form) over the underlying General Liability, Automobile Liability, and Employer's Liability, with the following limits of liability: Each Occurrence $3,000,000, Aggregate $3,000,000. On a fully insured basis such coverage will be subject to a deductible no greater than $10,000 per occurrence where coverage is not provided by the underlying insurance, but is provided by the Umbrella Liability policy. The Contractor may use any combination of primary and umbrella insurance policies to comply with the insurance requirements, provided the resulting insurance is equivalent to the insurance stated herein. All Occupational Disease exclusions must be deleted. Any Pollution Exclusion must be amended to allow coverage for bodily injury or property damage caused by spill, upset, overturn, heat, smoke, or fumes from a hostile fire. 5.1.6 Property Insurance The Contractor shall purchase All Risk Property Insurance on a Completed Value Form in the names of the Owner, Contractor, Subcontractors, and sub-subcontractors as their interests may appear with limits as follows: a) Full insurance value of the Work, or b)Amount equal to the Contract Price for the Work, whichever is higher. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 14 The Contractor is responsible for all physical damage to owned or rented machinery, tools, equipment, forms, and other items owned, rented or used by the Contractor and/or Subcontractor(s) in the performance of the Work including all of Owner's property in Contractor's care, custody, or control, and all such property while it is in transit. The insurance coverage evidencing such shall include a waiver of subrogation in favor of the Owner. 5.1.7 Valuable Papers and Records The Contractor shall provide valuable papers and records insurance with coverage in an amount commensurate with project scope and set forth in the Supplementary General Conditions. 5.1.8 Claims The Contractor shall notify the Owner within 24 hours of any claims or alleged claims received by the Contractor covered by any of the policies of insurance required in this Agreement. The Contractor shall provide a written copy of the claim or alleged claim to the Owner within 3 days of the Contractor's receipt of the claim or alleged claim. If a claim is settled to the satisfaction of the claimant, the Contractor shall submit a copy of the claimant's release to the Owner. If a claim or alleged claim is rejected by the Contractor and/or its insurance company, the Contractor shall immediately report this fact to the Owner. Should 30 days elapse after the claim or alleged claim has been received by the Contractor, and the Contractor is not able to report a settlement or rejection of the claim, it shall report to the Owner the steps being taken with respect to the claim. Without limiting the foregoing, the Contractor shall notify in writing the county risk manager of any paid or incurred claims which may impair annual aggregate or general liability. 5.1.9 Deductibles and Self-insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the Owner. At the option of the Owner, either: a) the insurer shall reduce to a maximum of$250,000 or eliminate such deductibles or self-insured retentions with respect to the Owner, or (b) the Contractor shall provide evidence of collateral provided to insurers or procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses within the deductible or self-insured retention amount. Any self-insured retention or deductible amount on the policy shall not reduce the amount of collectible limits or liability. 5.1.10 Subcontractors The Contractor shall include all Subcontractors as Insureds under its policies, or shall furnish separate certificates, policies, and endorsements for each Subcontractor the Contractor intends to use. If a Subcontractor does not take out insurance in his own name and the Contractor wishes to provide insurance protection for such Subcontractor and such Subcontractor's employees, the Contractor shall either (a) procure appropriate policies in the name of the Subcontractor, or (b) cause a rider or riders to be attached to the Contractor's policies which shall identify the Subcontractor thereby covered; provided, however, in the case of the latter option, such a rider need not be attached to the Contractor's workers' compensation policy if such policy by its terms is sufficiently broad to cover the employees of all Subcontractors performing Work under the Contract Documents. Except as otherwise approved by the Owner in writing, Limits of Liability and coverage scope must be at a minimum as stringent as required of the Contractor by the Contract Documents. All Work performed for the Contractor by any Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 15 Subcontractor shall be pursuant to an appropriate agreement between the Contractor and the Subcontractor which shall contain provisions that waive all rights the contracting parties may have against one another for damages caused by fire or other perils covered by insurance as provided herein. Insurance monies received from any loss shall be divided as the respective interest of the parties affected shall appear. 5.2 OWNER CONTROLLED PROJECT SPECIFIC INSURANCE In the event the Owner elects to purchase project-specific insurance affording coverage to the Contractor and Subcontractors, the terms and conditions of such coverage shall be set forth in the Supplementary Conditions. 5.3 CONTRACTOR AS JOINT VENTURE If the Contractor is completing this Project on a joint venture basis, both joint venture partners retain all liabilities assumed by this Agreement, individually and collectively. This may include, but is not limited to, all premiums due, deductibles/self-insured retentions, coinsurance provisions, claim provisions, insurance policy conditions, and indemnification provisions hereunder. Evidence of a Blanket Joint Venture Endorsement must be obtained from the General Liability and Contractor's Pollution Legal Liability carriers of each joint venture partner for a period of 6 years after completion of the Project, substantially as follows: With respect to "your work", and the "products-completed operations hazard", you are an insured for your liability arising out of the conduct of any partnership or joint venture of which you were a partner or member, even though this partnership or joint venture is not shown as a Named Insured in the Declarations. This coverage is excess over any available liability purchased specifically to insure the partnership or joint venture. This coverage will not inure to the benefit of any other party except you." 5.4INDEMNIFICATION The Contractor, to the fullest extent not expressly prohibited by law, shall defend, indemnify, and save harmless the Owner, the Designer, the Construction Manager and their respective officials, officers, employees, and agents from and against any and all liabilities (foreseeable or unforeseeable), penalties, fines, liens, forfeitures, demands, claims, causes of actions, suits, judgments, and costs and expenses incidental thereto, (including, without limitation, amounts paid pursuant to investigations, defense or settlements, and reasonable attorneys' fees), which any or all of them may hereafter suffer, incur, be responsible for, or pay out as a result of but not limited to: a) bodily injury (including sickness, disease, or death) to any person including but not limited to, the Contractor's employees or its representatives while on the site of the Project; or b) actual or alleged damage (including loss of use) to any property (public or private, including the Project or other property on the Project site); or c) contamination of or adverse effects on the environment arising directly or indirectly out of or in connection with the performance of the Work, including but not limited to any hazardous or toxic waste, substance, or constituent of any substance subject to regulation under CERCLA, RCRA, TSCA, and other Federal and state authorities that is spilled, released, threatening to Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 16 release, or disposed of or destroyed by the Contractor or its Subcontractors on or off the site of the Project or while in transport to or from the site; or d) any violation or alleged violation of laws and regulations, arising out of or in any way connected with the Work, caused in whole or in part by the Contractor, any Subcontractor or supplier or any representatives of the Contractor. The Contractor shall not be required to indemnify the Owner against losses resulting from a breach of this Agreement by the Owner or its other agents and contractors, or resulting from negligence, misconduct or violation of laws on the part of the Owner or its other agents and contractors. e) upon completion of the Work the Contractor shall execute an affidavit, indemnification, and release stating there are no unpaid debts for any work that has been done or materials that have been furnished to the Project prior to and as of the date of substantial completion and further stating that Contractor shall indemnify, save and protect Owner and Owner's lender, if any, harmless from and against any and all claims, liabilities, liens, losses, damages, causes of action, and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any such claims, liabilities, liens, losses, damages, causes of action, or expenses. Such affidavit, indemnification, and release shall be in a form and substance acceptable to Owner. By executing this Agreement Contractor acknowledges the receipt of adequate consideration in return for said release. The Contractor further agrees to obtain, maintain, and pay for such liability insurance coverages and endorsements as will insure the provisions of this paragraph 5.4. Furthermore, the Contractor agrees to be liable for and to indemnify and reimburse the Owner for all legal fees and disbursements paid or incurred to enforce the provisions of this paragraph. The indemnification obligations under this paragraph shall not be limited in any way by the amount or type of damages, compensation or benefits payable under worker's compensation acts, disability benefit acts, other employment benefit acts, or the amount of insurance carried or recovered. The Owner acknowledges that hazardous or toxic waste, material, chemicals, compounds or substances, or other environmental hazards, contamination or pollution, (referred to hereinafter as "environmental hazards") may be present at the Project site that were not created, generated, or released at the Project site by the Contractor or its Subcontractors, agents or employees, acting alone or in concert with others. Unless the remediation, abatement or handling of such environmental hazards is part of the scope of the Work under this Agreement, then upon the discovery of such environmental hazards, the Contractor shall immediately, and in no event more than three days later, give notice to the Owner of the environmental hazards before they are disturbed. The Owner and the Designer shall thereupon promptly investigate the environmental hazards, and make such changes in the Drawings and/or Specifications as they may find necessary to abate, remediate, isolate or handle the environmental hazards. Any increase or decrease in the Contract Price or the Contract Time resulting from such changes shall be adjusted in the manner provided herein for adjustments as to extra and/or additional Work and changes. It is agreed that the Contractor shall have no liability under this Agreement for any environmental hazards existing prior to the date that Work commences under this Agreement unless the Contractor or its Subcontractors, agents or employees, acting alone or in concert with others, by their own negligence or misconduct, release or expose the Owner or third parties to the environmental hazards. The provisions of this paragraph shall survive the termination or cancellation or completion of this Agreement. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 17 5.5 RISK MANAGEMENT POLICY The Orange County Risk Management Policy shall not apply to construction contracts for amounts over$250,000. The terms of these General Conditions related to insurance shall be the sole authority governing insurance requirements for such contracts. ARTICLE 6. OTHER RECORD DOCUMENTS AND SUBMITTALS 6.1 The Designer shall furnish to the Contractor the number of copies of Drawings and Specifications stated in the Contract Documents. Additional copies of Drawings and Specifications may be obtained at the cost of reproduction and handling. 6.2 The Contractor shall submit to the Designer all Submittals required by the Contract Documents. The Contractor shall submit at least three (3) reproducible prints of all shop drawings. The Contractor shall submit samples in quantities required by the Contract Documents. The Contractor shall submit product data in at least five (5) copies. All shop drawings shall be reviewed by the Contractor and shall bear the Contractor's stamp of approval before being forwarded to the Designer. Submittals shall be submitted in such time as to cause no delay to the Work or any part thereof and in accordance with the Contract Construction Schedule and Submittal Register. The Designer shall review the submittal with reasonable promptness, noting desired corrections, if any. The Designer shall retain two (2) copies of the submittal and shall return the balance of the reviewed submittal to the Contractor for action. The Contractor shall furnish any corrected submittal to the Designer. The Designer shall retain two (2) copies of the corrected submittal and will return the balance of the reviewed submittal to the Contractor. All substitutions prior to the receipt of bids shall be in accordance with the Contract Documents. Refer to Instructions to Bidders, Substitutions. The Contractor acknowledges that the processing of shop drawings and other submittals is directly impacted by the clarity, completeness, and accuracy of said documents and that it is the Contractor's responsibility to (i) review and coordinate each submittal with all other related or affected Work and (ii) approve each submittal before submitting same to the Designer for approval. 6.3 No substitutions and no deviations from any requirement of the Contract Documents shall be deemed allowed unless the Contractor has specifically informed the Designer and the Owner in writing of such deviations at the time of submittal and the Designer and the Owner have given written and specific approval to the substitutions or deviations. In proposing a deviation or substitution the Contractor warrants to the Owner, notwithstanding any review, allowance or approval by the Designer or the Owner that the deviation or substitution is at least equal to or better in quality and for the purpose intended, and that Contractor shall not by reason of any such review, allowance or approval be relieved from any obligation or responsibility contained in the Contract Documents. 6.4 Review of submittal by the Designer shall not be construed as relieving the Contractor from responsibility for compliance with terms or designs of the Contract Documents nor from responsibility for errors of any sort in the submittal. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 18 6.5 The Contractor shall keep one record copy marked "As-Built" of all Specifications, Drawings, Addenda, Modifications, and Submittals at the Project in good order and annotated at least monthly to show all changes made during the construction process. Such monthly annotations and their approval by the Designer shall be a condition precedent to approval by the Designer of each monthly Request for Payment. Said record copy shall be stored at the Project and fully protected from damage by fire or other hazard. This record copy shall be available to the Designer and Owner for inspection at all times and shall be delivered to the Designer for the Owner's purposes prior to the Designer's certifying Substantial Completion of the Work. 6.6 At completion of the Project and before Final Payment, the Contractor shall assemble and deliver to the Owner one complete set of all as-built drawings and one complete set of all approved submittals, product data, and samples which were reviewed by the Designer. These drawings and submittals shall be on paper, or in electronic or other media if required by the Supplementary Conditions. These drawings and submittals shall be categorized and packaged as directed by the Designer. ARTICLE 7. CONTRACTOR 7.1 The Contractor shall supervise and direct the Work efficiently and with the Contractor's best skill and attention. Except as may be set forth specifically in the Contract Documents, the Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction, and for safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. 7.2 The Contractor shall appoint a Project Manager and shall keep on the Project at all times during its progress a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Owner except under extraordinary circumstances, in which event immediate written notice shall be given to the Designer and the Owner. The Project Manager and the Resident Superintendent may be the same person or different persons. At any time, the Owner, in its sole and absolute discretion, may require the Contractor to replace the Project Manager or Resident Superintendent with an experienced and competent person or persons upon seven (7) days written notice from the Owner to the Contractor. Such replacement shall be at the Contractor's expense and at no cost to the Owner. Both the Project Manager and the Resident Superintendent shall have authority to act on behalf of the Contractor, and instructions, directions or notices given to either of them shall be as binding as if given to the Contractor. 7.3 The Contractor shall provide sufficient competent and suitably qualified personnel, equipment, and supplies to lay out the Work and perform construction as required by the Contract Documents. The Contractor will at all times maintain good discipline and order at the site, and will comply with all applicable OSHA standards. Any person employed by the Contractor, any Subcontractor, or any sub-subcontractor who, in the opinion of the Designer or the Owner, does not perform his Work in a proper and skillful manner or is intemperate or disorderly shall, at the written request of the Owner or Designer, be removed forthwith by the Contractor, Subcontractor, or sub-subcontractor employing such person without cost to the Owner, and shall not be employed again in any portion of the Work without the written approval of the Owner or Designer. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 19 Should the Contractor fail to remove such person or persons or fail to furnish suitable and sufficient personnel for the proper prosecution of the Work within three (3) days after written order, the Owner may withhold further payment by written notice until compliance with such order. 7.4 If, in the opinion of the Designer or the Owner, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, he shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the Designer or the Owner in writing. 7.5 The Contractor shall furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools appliances, fuel, light, heat, and all other facilities and incidentals necessary for the execution, maintenance, initial operation, and completion of the Work, other than those specifically excluded by the Contract Documents and to be furnished by the Owner or others. When use or storage of hazardous materials or equipment or methods of more than ordinary risk are necessary in accomplishing the Work, the Contractor shall give the Owner and Designer reasonable advance notice. If any materials are to be furnished or installed by the Owner or others under the terms of the Contract Documents, said materials shall be made available to the Contractor at the location(s) specified in the Contract Documents. All costs of handling, transportation from the specified location to the Project, storage, and installing of Owner-furnished materials shall be included in the Contract Price. The Contractor shall be responsible for any demurrage, damage, loss, or other deficiencies which may occur during the Contractor's handling, storage, or use of such Owner-furnished material. The Owner shall deduct from any monies due or to become due the Contractor any cost incurred by the Owner in making good any such damage, loss, or efficiency. All equipment which is proposed to be used in the Work shall be of sufficient size and in such mechanical condition as to meet the requirements of the Work and produce a satisfactory quality of work. Equipment used on any portion of the Work shall be such that no injury to previously completed Work, adjacent property, or existing facilities shall result from its use. When the methods and equipment to be used by the Contractor accomplishing the Work are not prescribed in the Contract Documents, the Contractor shall be free to use any methods or equipment that will accomplish the Work in conformity with the requirements of the Contract Documents. When the Contract Documents specify the use of certain methods and equipment, such methods and equipment shall be used unless others are authorized by the Designer. If the Contractor desires to use a method or type of equipment other than specified in the Contract Documents, the Contractor may request authority from the Designer to do so. The request shall be in writing and shall include a full description of the methods and equipment proposed and of the reasons for desiring to make the change. If approval is given, it shall be on the condition that the Contractor shall be fully responsible for producing Work in conformity with the requirements of the Contract Documents. If, after trial use of the substituted methods or equipment, the Designer determines that the Work produced does not meet the requirements of the Contract Documents, the Contractor shall discontinue the use of the substitute method or equipment and shall complete the remaining Work with the specified methods and equipment at no additional cost to the Owner. The Contractor shall remove any deficient Work and replace it with Work of Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 20 specified quality, or take such other corrective action as the Designer may direct. No change in the Contract Price or in Contract Time shall be made as a result of authorizing a change in methods or equipment under this paragraph. 7.6 All materials and equipment shall be new, except as otherwise provided in the Contract Documents. When special makes or grades of material which are normally packaged by the supplier or manufacturer are specified or approved, such materials shall be delivered to the Project site in their original packages or containers with seals unbroken and labels intact. Materials shall be so stored as to assure the preservation of their quantity, quality and fitness for the Work. Stored materials, even though approved before storage, may again be inspected by the Designer or Owner prior to their use in the Work and shall meet the requirements of the Contract Documents at the time they are incorporated into the Work. Stored materials shall be located so as to facilitate their prompt inspection. The Contractor shall coordinate the storage of all materials with the Designer and the Owner. Materials to be stored at the Project or on the Owner's property shall not create an obstruction to the Owner's or other contractor's reasonable activities. Private property shall not be used for storage purposes without written permission of the owner or lessee of such property. The Contractor shall make all arrangements and bear all expenses for the storage of materials on private property. Upon request, the Contractor shall furnish the Owner a copy of the property owner's permission. All storage sites on private or the Owner's property shall be restored to their original condition by the Contractor at his entire expense, except as otherwise agreed to (in writing) by the owner or lessee of the property. 7.7 All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, or processor, except as otherwise provided in the Contract Documents. 7.8 The Contractor will be fully responsible for all acts and omissions of his Subcontractors and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extent that the Contractor is responsible for the acts and omissions of the Contractor's own employees. Nothing in the Contract Documents shall create any contractual relationship between any Subcontractor or supplier and the Owner or the Designer, or any obligation on the part of the Owner or the Designer to pay or see to the payment of any money due any such Subcontractor or material furnisher except as may otherwise be required by law. The Owner or the Designer may furnish to any Subcontractor or supplier, to the extent practicable, evidence of amounts paid to the Contractor on account of specific Work done. 7.9 The divisions and sections of the Specifications and the identifications of any Drawings shall not control the Contractor in dividing the Work among Subcontractors. 7.10 The Contractor agrees to bind specifically every Subcontractor to the terms and conditions of the Contract Documents for the benefit of the Owner and to furnish written evidence thereof to the Designer and the Owner within seven (7) days after written request by the Owner. 7.11 The Contractor shall attend job progress conferences and all other meetings or conferences as directed by the Designer. The Contractor shall be represented at these job progress conferences by a representative having the authority of the Project Manager and by such other representatives as the Designer may direct. Job progress conferences shall be open to Subcontractors, suppliers and any others who may contribute beneficially toward maintaining Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 21 required job progress, and such personnel shall be encouraged by the Contractor to attend. It shall be the principal purpose of job progress conferences to effect coordination, cooperation and assistance in every practical way toward the end of maintaining progress of the Project on schedule and to complete the Work and the Project by the specified Completion Dates. The Contractor shall be prepared to assess progress of the Work as required in the Contract Documents and to recommend remedial measures for correction of progress as may be appropriate. The Designer shall preside as chairman and arrange for minutes to be taken and circulated. In the event that the prosecution of the Work is discontinued for any reason, the Contractor shall notify the Designer and the Owner at least forty-eight (48) hours in advance of resuming operations. Should the terms of the Contract Documents require completion of one or more portions of the Work for the Beneficial Occupancy of the Owner prior to completion of the entire Work, the Contractor shall complete such portion(s) of the Work on or before the date specified. Such completion shall include the obtaining of all government or other permits, permission, and/or approvals necessary to occupancy. The Contractor shall independently estimate the difficulties involved in arranging the Work to permit such Beneficial Occupancy and shall not claim any additional compensation or time extension by reason of any delay or increased cost due to completing such portion(s) of the Work. The Owner's possession and use of such portion(s) of the Work shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. The Owner shall be responsible for the security, maintenance, utilities, and insurance of all portions of the Work completed and beneficially occupied by the Owner. 7.12 The Contractor shall pay all license fees and royalties, and assume all costs incident to the use of any invention, design process, or device which is the subject of patent rights or copyrights held by others, except for inventions, design processes, or devices specified by the Designer in the Contract Documents. The Contractor shall indemnify and hold harmless the Owner, the Designer, and anyone directly employed by either of them, from and against all claims, damages, losses and expenses, including attorney's fees and costs of defense, arising out of any infringement or alleged infringement of such rights during or after completion of the Work, and shall defend all such claims in connection with any actual or alleged infringement of such rights. 7.13 The Contractor shall secure and pay for all permits, including without limitation construction permits and licenses, and will pay all governmental charges and inspection fees necessary for the prosecution of the Work. 7.14 The Contractor shall give all notices and comply with all laws, ordinances, rules, and regulations applicable to the Work and shall protect and indemnify the Owner and the Owner's officers, agents, or servants against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by the Contractor or by the Contractor's employees, Subcontractors, sub-subcontractors, or their employees. 7.15 The Contractor shall be responsible for the entire site of the Project (except those under the Beneficial Occupancy of the Owner) and for its reasonable and necessary protection and security, as required by laws or ordinances governing such conditions, or by custom or sound construction practices, and shall share such responsibilities as may be agreed upon among Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 22 them, or in the absence of such agreement, as may be directed by the Contract Documents, Owner, or Designer. The Contractor shall be responsible for any damage to the Owner's property, or that of others, by the Contractor or the Contractor's employees, Subcontractors, sub-subcontractors, or their employees or agents, and shall make good such damages. The Contractor shall be responsible for and pay for any such claims against the Owner. 7.16 The Contractor shall protect all landscaping designated to remain in the vicinity of the operations and barricade all walks, roads, and areas as necessary to keep the public away from the construction. 7.17 The Contractor shall provide cover and/or protect all portions of the Work and provide all materials necessary to protect the Work whether performed by the Contractor or any of the Subcontractors or sub-subcontractors. Any Work damaged through the lack of proper protection, or from any other cause, shall be repaired or replaced without extra cost to the Owner or extension to the Contract Time. The Contractor shall maintain the Work during construction and until the Work is accepted. This maintenance shall constitute continuous and effective effort prosecuted day by day, with adequate equipment and forces so that the Work is maintained in satisfactory condition at all times. All costs of maintenance shall be included in the Contract Price and the Contractor will not be paid an additional amount for such effort. Should the Owner or Designer observe that the Contractor at any time has failed to maintain the Work as provided herein, the Designer may immediately notify the Contractor of such noncompliance. Such notification shall specify a reasonable time within which the Contractor shall be required to remedy such unsatisfactory maintenance condition. Should the Contractor fail to properly respond to the Designer's notification, the Owner may, at the Contractor's expense, take such action as it may deem appropriate to remedy the defective maintenance, including suspension of the Contractor's Work or any part thereof. Any such expense incurred by the Owner shall be deducted from monies due or to become due the Contractor. Parking lots, streets, and walks connecting to the Project area shall be protected by the Contractor from deposits of mud, sand, stone, litter, or debris in any form. Pedestrian traffic areas around the construction limits must be maintained in a clean and safe condition at all times with required barricades and covered walkways. When excavation or other operations outside the Project limits is required, the Contractor shall, immediately following that work, return the area to its original condition. All catch basins and storm drain lines in the vicinity of the Project site shall be protected at all times from entry of dirt, rubble and other debris. The residue from the cleaning of trucks, wheelbarrows, concrete buggies, etc. must be prevented from entering the drainage system, and if cleaning is done, the residue must be contained and removed from the Project site with other refuse. 7.18 No burning of refuse or debris shall be allowed inside or around the Project during the course of construction without written authority from authorities having jurisdiction and the Owner. 7.19 The Contractor shall provide for and maintain necessary safety measures and safety programs for the protection of all persons involved with the Work. Such measures and programs Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 23 shall include the requirements of the most current edition of the CAGC Safety and Health Manual [or the AGC Accident Prevention Manual in Construction], or equivalent requirements, and shall fully comply with all Federal, State, and local laws, rules, regulations, and building code requirements relating to the prevention of accidents or injuries to persons on or about the location of the Work. All trenches, excavations, or other hazards in the vicinity of the Work shall be well barricaded, and properly lighted at night. When Work requires closing of an area normally used by the Owner or the public, the Contractor shall furnish, erect, and maintain temporary barricades, and properly light the area. The Contractor shall comply with any directions and public authorities in this respect. 7.20 The Contractor shall designate a responsible officer or employee as safety inspector, whose duties shall include accident prevention on the Project as well as implementation of the Contractor's safety measures and safety programs on the Project. The name of the safety inspector shall be made known to the Designer and the Owner at the preconstruction conference. 7.21 In emergencies affecting the safety of persons, the Work, or property at the Project site or adjacent thereto, the Contractor is obligated to act in the Contractor's discretion to prevent threatened damage, injury, or loss. As soon as practicable, the Contractor shall notify the Designer and Owner of such emergency. The Contractor shall give the Designer and the Owner prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused by such emergency. If the Contractor believes that additional work done in an emergency entitles the Contractor to an increase in the Contract Price or an extension of the Contract Time, the Contractor may make a claim therefore as provided in Articles 14 and/or 15. 7.22 The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused by the Work. At least weekly and at the completion of the Work, the Contractor shall remove all waste materials and rubbish from and about the Project. At the completion of the Work, the Contractor shall remove all tools, construction equipment, machinery, and surplus materials. The Contractor shall leave the Work in condition for occupancy by the Owner such that no cleaning or other operations are required. Material cleared from the Project and deposited on adjacent property shall not be considered as having been disposed of satisfactorily. If the Contractor fails to keep the Project clean of waste materials or rubbish, fails to satisfactorily clean-up weekly or at the completion of the Work, the Owner may do so and the costs thereof may be deducted from any amounts due the Contractor. 7.23 Utilities, temporary facilities, and signs shall be provided as described in the Contract Documents. Absent a contrary direction in the Supplementary Conditions, the Contractor shall pay all bills for water, electricity, or other public utility service to the Project site. 7.24 The Contractor shall indemnify and hold the Owner, the Designer, the Designer's consultants, and their officers, agents, and employees harmless against all costs, damages, and expenses, including attorney's fees and costs of defense, arising out of claims by any separate contractor or by any Subcontractor, sub-subcontractor, or supplier engaged by or employed by the Contractor or employed by any of the Subcontractors claiming through him, including without limitation damages, losses, and expenses arising out of or relating to any Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 24 inconvenience, delay, interference, or other action or non-action of the Contractor or the Contractor's Subcontractors on the Project. The Contractor acknowledges that should the Contractor or any of the Contractor's Subcontractors be damaged by any breach of contract by any other separate prime contractor on the Project, the Contractor may invoke applicable dispute resolution procedures with said other separate prime contractor or bring a direct civil action against said other separate prime contractor. The Contractor hereby expressly agrees that neither the Owner nor its officers, agents, or employees shall have any liability of any kind or nature whatsoever to the Contractor, its Subcontractors, sub-subcontractors, or suppliers arising out of or relating to any breach, inconvenience, delay, interference, or other action or non-action by any other separate prime contractor. The Contractor covenants not to sue the Owner for any loss or damage caused by any breach, inconvenience, delay, interference, or other action or non-action by any other separate prime contractor, notwithstanding whatever rights at law the Contractor might have to bring a civil action against the Owner for any breach, inconvenience, delay, interference, or other action or non-action of any other separate prime contractor. The Contractor agrees to look exclusively to the other prime contractor for relief or remedy. Nothing contained herein or appearing anywhere in the Contract Documents shall obligate or require the Owner to exercise any right or privilege, or to take any action or to refrain from taking any action under any contract it may have with any other prime contractor or party to the Project for the benefit of the Contractor or any Subcontractor, subSubcontractor, or supplier claiming through the Contractor. 7.25 Prior to completion of the Work and Final Payment of the Contract Price, excepting only those portions of the Work deemed accepted in accordance with the Contract Documents, the Contractor shall have charge and care of the Work, and shall take every precaution against injury or damage to any part due to the action of the elements or from any other cause, whether arising from the execution or from the non-execution of the Work. The Contractor shall as required by the Owner replace, rebuild, repair, restore, and make good all injury or damage to any portion of the Work occasioned by any of the above causes before Final Completion and shall bear the expenses thereof. 7.26 In the event that the Work, or any portion thereof, is suspended at any time pursuant to an order of the Owner, the Contractor shall obey all instructions of the Owner regarding storage of materials, drainage, protection of the Work, and erection of temporary structures during the suspension period. 7.27 The Project Expediter for the Project shall be responsible for the coordination of the Work of itself and any other separate contractors, both as to space and time. The Project Expediter shall coordinate the implementation of the Contract Construction Schedule, all construction activities and close-out of the Project, including but not limited to all testing, inspection, certifications, and approvals required by public agencies. The Contractor and the Project Expediter shall each be required to notify the Designer and the Owner promptly of any event or condition which could affect the conduct or progress of the Work and shall cooperate fully with all other contractors on the Project site. 7.28 The Owner hereby delegates to the Project Expediter all of its duties to coordinate and to Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 25 expedite the Work not expressly reserved to the Owner by other provisions of the Contract Documents. 7.29 All Work performed pursuant to the Contract Documents shall conform in all respects to the North Carolina State Building Code and all other state, local, and national codes in effect at the time of and applicable to this Work. 7.30 The Contractor shall provide for and maintain necessary safety measures and safety programs for the protection of all persons at the Project site, and shall comply at all times with the requirements of the most current edition of the CAGC Safety and Health Manual [or the AGC Accident Prevention Manual in Construction], or the equivalent requirements of the Contractor's safety program, and shall fully comply with all Federal, State, and local laws, rules, regulations, and building code requirements so as to prevent accidents or injuries to persons on or about the Project site. The Contractor shall clearly mark or post signs warning of existing hazards, and shall barricade excavations, elevator shafts, stairways, and similar hazards. The Contractor shall protect against damage or injury resulting from falling materials, and shall maintain all protective devices and signs throughout the progress of the Work. 7.31 The Contractor shall adhere to the rules, regulations, and interpretations of the North Carolina Department of Labor's Occupational Safety and Health Standards for the Construction Industry (29 CFR Part 1926 as adopted in 13 NCAC 07F.0201, including 29 CFR Part 1910 General Industry Safety and Health Standards applicable to construction) and N.C. Gen. Stat. §95-126 through 155 (Occupational Safety and Health) as well as all revisions and amendments to such standards or statutes as may occur throughout the performance of the Work. 7.32 Any land disturbing activity performed by the Contractor in connection with the Project shall comply with all erosion control measures set forth in the Contract Documents and any additional measures which may be required in order to ensure that the Project is in full compliance with the Sedimentation Pollution Control Act of 1973, as implemented by Title 15 North Carolina administrative Code, Chapter 4, Sedimentation Control, Subchapters 4A, 4B and 4C, as amended (15 NCAC 4A, 4B, and 4C), and as may be revised or amended in the future. Upon receipt of notice that a land-disturbing activity is in violation of said Act, the Contractor shall be responsible for ensuring that all steps or actions necessary to bring the Project in compliance with said Act are promptly taken. The Contractor shall be responsible for all penalties assessed pursuant to N.C. Gen. Stat. 113A-64 with respect to its Work, and shall indemnify and hold harmless the Owner from all costs and expenses, including attorney's fees and costs of defense arising out of or related to the enforcement of the Act against any party or person described in this Article. 7.33 Any mechanical or electrical work such as sleeves, inserts, chases, etc. located in the Work of the Contractor for general work shall be built in by that Contractor. On multiple prime projects, the mechanical and electrical contractors shall set all sleeves, inserts, and other devices built into the structure in cooperation and under the supervision of the Contractor for general work. The responsibility for exact location of such items shall be that of the mechanical, plumbing, or electrical prime contractor. 7.34 The Contractor shall be responsible for permanently fixed service facilities and systems in use during progress of the Work and shall strictly adhere to the following procedures: Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 26 a) Prior to acceptance of the Work by the Owner, the Contractor shall remove and replace any part of the permanent building systems damaged through use during construction. b) Temporary filters shall be installed in each of the heating and air conditioning units, return air grilles, and other locations to prevent intrusion of dust, dirt, and debris during construction. Temporary filters shall be removed and replaced with new filters immediately prior to Substantial Completion. c) Extra effort shall be maintained to keep the building clean and under no circumstances shall air systems be operated if finishing operations are creating dust in excess of what would be considered normal if the building were occupied. d) When the permanent lighting system is used during construction, lamps shall be replaced and shall be new on the date of Substantial Completion. ARTICLE 8. OWNER 8.1 The Owner shall issue communications and notices to the Contractor through the Designer to the extent contemplated by the Contract Documents. 8.2 In case of termination of the employment of the Designer, the Owner shall appoint as Designer a qualified person who shall have and assume all rights and duties held by the original Designer. 8.3 The Owner shall have the right to take possession of and use any portion of the Work notwithstanding the fact that the time for completion of such portion of the Work may not have expired, but such taking possession and use shall not be deemed an acceptance of any Work not completed in accordance with the Contract Documents. 8.4 A waiver on the part of the Owner of any breach of any part of the Contractor shall not be held to be a waiver of any other or subsequent breach. 8.5 The Owner shall pay all permanent acreage fees, governmental impact fees, and meter deposits for permanent utilities. ARTICLE 9. CONSTRUCTION MANAGER 9.1 The Owner may employ one or more Construction Managers for the purpose of assisting the Owner, Designer, and Contractor in developing and administering budgets and cost controls, in evaluating constructability and value engineering proposals, in establishing and maintaining a critical path method (CPM) schedule, in coordinating and/or expediting the Work with other projects being constructed by the Owner or others adjacent or near the Work, or for such other purposes as the Owner may deem appropriate. From time to time the Owner may identify such Construction Managers(s) to the Contractor in writing identifying any tasks assigned to such Construction Managers(s). ARTICLE 10. DESIGNER Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 27 10.1 The Designer is charged with the responsibility of interpretation of the Contract Documents. The Designer's decisions relating to aesthetic matters shall be final. 10.2 All Work completed under the Contract Documents shall be subject to review by the Designer. No Work is to be covered without the Designer's review or prior authorization. Any Work so covered without the Designer's review or prior authorization shall be uncovered at the Contractor's expense. The Contractor shall notify the Designer in writing at least twenty-four (24) hours in advance of covering any Work. 10.3 The Designer shall not be responsible for the construction means, methods, techniques, sequences, procedures, or the safety precautions and programs incident thereto, and shall not be responsible for the Contractor's failure to perform the Work in accordance with the Contract Documents, but shall be entitled to enforce any requirements in the Contract Documents specifying particular means, methods, techniques, sequences, or procedures. 10.4 The Designer shall be an Owner's representative during the construction period. The duties, responsibilities and authority of the Designer as the Owner's representative during construction are as set forth in the Contract Documents. ARTICLE 11. TESTING AND SURVEYING 11.1 Laboratory and field tests to determine compliance of construction with the Contract Documents shall be made by the Owner or testing consultants employed by the Owner except those required elsewhere in the Contract Documents to be paid for by the Contractor. The costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor and are included in the Contract Price. Any Work in which untested materials are used without approval or written permission of the Designer shall be removed and replaced at the Contractor's expense. Work found to be unacceptable or unauthorized will not be paid for and, if directed by the Designer shall be removed and replaced at the Contractor's expense. Unless otherwise designated, tests in accordance with the cited standard methods of ASTM or other generally recognized or specifically authorized methods which are current on the date of advertisement for bids shall be made at the expense of the Owner; provided, however, in the event that after such testing any Work is found to be defective or does not meet the requirements of the Contract Documents, the costs of retesting such Work and the costs of inspection services shall be paid by the Contractor. Samples shall be taken by a testing laboratory employed by the Owner. All materials being used are subject to inspection, tests, or rejection at any time prior to or during incorporation into the Work. Copies of all Owner test reports will be furnished to the Contractor at his written request. Copies of Contractor test reports shall be furnished to the Designer upon written request. 11.2 The Owner shall have the right to deduct the costs of additional testing as described in paragraph 11.1 from any money due the Contractor; or if no money is due the Contractor, the Owner shall have the right to recover these costs from the Contractor, from its sureties, or from both. 11.3 All layouts and surveying shall be accomplished by properly qualified personnel duly licensed in the State of North Carolina. ARTICLE 12. SEPARATE CONTRACTS Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 28 12.1 It is expressly understood that the Owner may deploy the Owner's own employees or engage other separate prime contractors to perform Work as a part of the Project whose work will be performed simultaneously and sequentially with the performance of the Work by the Contractor. It shall be necessary for the Contractor to coordinate construction activities with such other contractors, particularly with respect to access to work areas, storage of materials, and use of elevators and other common facilities. The Contractor shall diligently and in good faith cooperate with the Owner, the Designer, and all other contractors with respect to such matters and shall regularly and faithfully attend any and all meetings called by the Owner or the Designer with respect to such matters. Any disputes between the Contractor and any other separate prime contractor with respect to such matters shall be resolved in accordance with the claim and dispute resolution procedures in the Agreement. ARTICLE 13. CONTRACT TIME 13.1 Within fourteen (14) days after receipt of the Construction Contract by the Contractor for signatures, the Project Expediter shall prepare and submit to the Designer and Owner for review and approval a preliminary progress schedule for the Work pursuant to the requirements stated in the Contract Documents. 13.2 Within fourteen (14) days after initial receipt of the Construction Contract for signatures the Contractor shall submit to the Designer a Submittal Register listing all Submittals the Contractor is required to make or proposes to make under the Contract Documents, the dates on which the Contractor proposes to make such Submittals and the dates by which the Contractor reasonably requires a response from the Designer with respect to each Submittal. The dates submitted shall be incorporated into the Contract Construction Schedule as Completion Dates when they have been approved or modified by the Owner. The Designer shall not be required to review any Submittal from the Contractor until a Submittal Register acceptable to and approved by the Owner has been submitted by the Contractor. 13.3 Not later than thirty (30) days following execution and delivery of the Construction Agreement by Owner to Contractor, the Owner shall deliver to the Contractor a Notice to Proceed. The Notice to Proceed shall state a commencement date on which it is expected that the Contractor will begin the Work to be performed under the Agreement. The Contract Time shall be measured from said specified commencement date. The commencement date stated in the Notice to Proceed shall not be earlier than three (3) days after the Notice to Proceed is served on the Contractor. If, other than by mutual agreement, said specified commencement date is more than thirty (30) days after the date of execution and delivery of the Agreement from Owner to Contractor and the Contractor believes said delay justifies an increase in Contract Price and/or an extension of Contract Time, the Contractor may make a claim therefore as provided in Article 14 and/or Article 15. No Work shall be done prior to the date specified in the Notice to Proceed. A final Contract Construction Schedule shall be submitted for approval by the Contractor, Designer, and Owner no later than fourteen (14) days after Notice to Proceed. No payments shall be due the Contractor until this schedule is approved by all parties. 13.4 The Contract Construction Schedule is a Contract Document. The Contractor represents that the Contract Construction Schedule has been reviewed in detail, that the Contractor Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 29 participated in its preparation, that all of the activities which impact, limit, or otherwise affect the time of completion of the Work are shown in the Contract Construction Schedule and that all of the activities of others which impact, limit, or otherwise affect the start, duration, or completion of the Contractor's activities are also shown. The Contractor further represents that the Contractor can and will complete each activity within the time shown for that activity. Time is of the essence with respect to each such activity and Completion Date. 13.5 If the Contractor submits a construction schedule, progress report, or any other document that indicates or otherwise expresses an intention to achieve completion of the Work prior to any Completion Date required by the Contract Documents or prior to expiration of the Contract Time, no liability of the Owner to the Contractor for any failure of the Contractor to so complete the Work shall be created or implied. 13.6 If the Contractor, for reasons beyond the Contractor's control, is delayed in beginning any activity, the Contractor shall, nevertheless, have the same number of days as is shown in the Contract Construction Schedule for the activity, and the affected activity and any succeeding activity that is dependent upon that activity shall be adjusted accordingly; provided that at any time the Owner, by means of a Change Order, may require the Contractor to work overtime, to increase labor forces or to take any necessary or appropriate action to decrease the time required for any activity, and the Contractor shall be entitled to an adjustment in the Contract Price computed in accordance with Article 15 of these General Conditions. 13.7 At any time, the Owner may order the Contractor, on seven (7) days written notice, to begin any activity earlier than the starting date shown on the Contract Construction Schedule. 13.8 Should the Contractor fail to start any activity on the start date shown in the Contract Construction Schedule or as it may have been adjusted in accordance with paragraphs 13.5 or 13.6 above, or become delayed, the Contractor shall, without being entitled to any increase in the Contract Price or other compensation, work overtime, increase labor forces or take such other action as may be necessary or appropriate to complete the activity by the Completion Date shown on the Contract Construction Schedule, or as such Completion Date may have been adjusted. 13.9 The Designer and Owner or his Construction Consultant shall monitor progress of the work at all times and the Contractor shall cooperate with such monitoring and provide any and all information with respect to the progress of the Work and scheduling as the Owner may reasonably require. 13.10 On a monthly basis, the Contractor shall revise the Contract Construction Schedule, showing any adjustments made in accordance with paragraphs 13.5 or 13.6, above, by any Change Order, the progress of the Work, and any days gained or days lost with respect to any activity, and shall furnish copies thereof to the Owner and Designer. 13.11 Should any monthly revision of any Contract Construction Schedule show that the Contractor is behind on any activity, the late completion of which could delay Substantial Completion of the Work, the Owner shall be entitled to withhold from the next Progress Payment due the Contractor an amount not exceeding the amount the Owner would be entitled to in Liquidated Damages, should Substantial Completion be delayed by the same number of days that the Contractor is currently behind schedule. If, subsequently, the Contractor's progress, as Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 30 shown by any succeeding monthly revision to the Contract Construction Schedule, is such that the anticipated delay no longer exists, the Owner shall pay with the Progress Payment next due to the Contractor such amounts as have been withheld in accordance with this paragraph. 13.12 The Owner shall have the right to perform Work, hire and employ labor and craftsmen, rent equipment, subcontract with other parties, or do anything that the Owner deems necessary or appropriate to remedy or cure any delay by the Contractor in the progress of the Work. Such action by the Owner shall not, in any way, affect, void or limit any warranty, guaranty or other responsibility of the Contractor under the Contract Documents. Such action may be taken by the Owner only after three (3) days written notice to the Contractor. All costs incurred by the Owner in taking any such action shall be charged to the Contractor and deducted from any amounts remaining due under the Agreement. 13.13 The Contractor may be entitled to an extension of the Contract Time (but no increase in the Contract Sum) for delays arising from unforeseen causes beyond the control and without the fault or negligence of the Owner, the Contractor or the Contractor's Subcontractors as follows: a) Labor disputes and strikes that directly impact the critical path activities of the Contract Construction Schedule; b) Acts of God, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damage completed Work or stored materials. c) Acts of the public enemy; acts of the State, Federal, or local government in their sovereign capacities. d) Abnormal inclement weather as defined in Article 13.14. 13.14 On any day that the Contractor considers that the Project is delayed by adverse weather conditions, the Contractor shall identify in writing to the Designer and the Owner the adverse weather conditions affecting each activity, the specific nature of the activity affected, the number of hours lost, and the number of and identity (by responsibility or trade) of workers affected and shall obtain from the Designer written recognition of the delay. The time for performance of this Contract includes an allowance for a number of calendar days which may not be suitable for construction Work by reason of adverse weather. The Contract Time will be extended only if the number of calendar days of adverse weather recognized by the Designer exceeds the number of inclement weather days set forth below, and the Contractor demonstrates how this adverse weather impacts activities on the critical path of the Contract Construction Schedule. Month Number of Inclement Weather Days January 10 February 10 March 10 April 9 May 10 June 9 July 11 August 10 September 8 October 7 Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 31 November 8 December 9 13.15 If the Contractor believes that the progress of the Work has been adversely affected by adverse weather recognized by the Designer during a particular month, the Contractor shall submit a written request for extension of time to the Designer. Such a request for time extension of the Contract Time shall be submitted by the tenth (10th) day of the month following that month in which the adverse weather is encountered. The request shall include, but is not limited to, the following information: a) Detailed description of weather's effect on scheduled activities and its net effect on the critical path of the Project, and b)Weather records from the official weather station nearest the Project site and records of actual observation as contained in daily reports, correspondence, or other documentation. 13.16 The Contractor specifically recognizes that a delay by the Contractor in achieving any Completion Date can have the effect of delaying the Substantial Completion of the Project, that such delay in Substantial Completion of the Project will necessarily cause damages, losses, and expenses to the Owner, including, but not limited to and by way of illustration only, increased capitalized costs and interests for the Project, increased and extended Project overhead, Designer's and Consultant's fees, increased costs of construction, increased and extended operation costs of other facilities, and inefficiency and loss of productivity, and that such damages, losses, and expenses may not be readily identifiable or ascertainable at the time they are incurred or at any time. Therefore, and in recognition of these factors and the likelihood that actual damages from his delay will not be readily ascertainable, the Contractor agrees to pay to the Owner, as Liquidated Damages and not as a penalty, the sum identified in the Contract Documents hereto as the Liquidated Damages per Day, for each day by which the failure to meet any Completion Date shown in the Contract Construction Schedule, adjusted in accordance with this Article, delays the Substantial Completion of the Project. 13.17 The Contractor shall not be entitled to any adjustment in the Contract Price or other compensation from the Owner for any delay in the completion of or progress on the Work that is caused by a force majeure condition or is otherwise not caused by the sole and direct act or omission of the Owner and the Owner's employees or agents. 13.18 The sum for Liquidated Damages is the amount stated in the Contract Documents as Liquidated Damages reasonably estimated in advance to cover the losses to be incurred by the Owner by reason of failure of said Contractor(s) to complete the Work within the time specified, such time being in the essence of this contract and a material consideration thereof. ARTICLE 14. CHANGES IN THE WORK 14.1 Without invalidating the Contract Documents, the Owner may, at any time, or from time to time order additions, deletions, or revisions in the Work. Said additions, deletions, or revisions shall be authorized only by written Change Orders, Construction Change Directives or Field Orders. Upon receipt of a Change Order, Construction Change Directive or Field Order, the Contractor shall proceed with the Work involved. All such Work shall be executed under the applicable conditions of the Contract Documents. If any change causes an increase or decrease in the Contract Price and/or an extension or shortening of the Contract Time, adjustments shall be made as provided in Article 14 and/or Article 15. In order to expedite the Work and avoid or minimize delay in the Work that might affect the Contract Price or Contract Time, the Designer Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 32 may issue a Change Order in the form of a Construction Change Directive which when signed by the Owner and Designer, directs the Contractor to proceed promptly with the Work involved. Any claim for an adjustment in Contract Price or Time, if not defined in the Construction Change Directive, shall be promptly made in writing in accordance with the procedures defined in Article 15.2. 14.2 The Designer may authorize minor changes or alterations in the Work not involving change in the Contract Price or in the Contract Time and not inconsistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order. Such alterations shall not invalidate the Contract Documents nor release the surety. If the Contractor believes that any minor change or alteration authorized by the Designer entitles him to an increase in the Contract Price and/or an extension of Contract Time, he may make a claim therefore as provided in Article 14 and/or Article 15. 14.3 Except in an emergency endangering life or property, no change shall be made by the Contractor except upon prior written Change Order, Directive or Field Order authorizing such Change. 14.4 Increases in the Contract Price and/or extensions of the Contract Time for additional Work performed by the Contractor shall only be in accordance with a written Change Order signed by the Owner and Designer. The Contractor shall not be entitled to additional time or to additional compensation for any Work performed or material supplied which is claimed to have been authorized or settled by an "oral" change, or by a "constructive" or"implied" change, or by a course of conduct, or by any action or non-action by the Owner, Designer, or any other persons, or by any means whatsoever other than by a written Change Order for such Work or material signed by the Owner and the Designer. 14.5 Changes in the Work resulting from emergency shall not invalidate the Contract Documents nor release the surety. 14.6 Neither the Owner nor the Designer shall be responsible for verbal instructions which have not been confirmed in writing, and in no case shall such instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing and supported by a proper Change Order, Construction Change Directive or Field Order, whether or not the cost is affected. 14.7 The Owner, in its sole discretion, may require that the Contractor notify the Contractor's sureties of any changes affecting the general scope of the Work or change in the Contract Price, and that the amount of applicable bonds shall be adjusted accordingly. If this requirement is exercised, the Contractor shall furnish proof of such adjustment to the Designer and the Owner. If this requirement is exercised, the Change Orders shall require written consent of the Contractor's surety. At the time of signing a Change Order, the Contractor shall be required to certify as follows: "I certify that all sureties have been notified that my contract has been altered by the amount of this Change Order, and that a copy of the approved Change Order will be mailed to all sureties upon its receipt by me." If this requirement is exercised, no payment to the Contractor on account of any Change Order shall become due or payable until written evidence Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 33 of the surety's consent to the Change Order has been furnished to the Designer and to the Owner, and the furnishing of such written consent is a condition precedent to such payment. 14.8 The Contractor shall support all requests for Change Orders with a detailed cost breakdown showing cost of materials, labor, equipment, transportation, other items, Contractor's overhead and profit, and total cost, in accordance with methods defined in this Article, and, if the request seeks an extension of the Contract Time, with a time-related diagram which demonstrates specifically why an increase in construction time is needed. 14.9 When a request for a Change Order involves a Subcontractor, the Contractor shall provide quotation from same on Subcontractor's letterhead. The Subcontractor's quote shall list materials, equipment, and labor separately, and show overhead and profit in the manner provided in paragraph 14.8. ARTICLE 15. CHANGE OF THE CONTRACT PRICE 15.1 The Contract Price constitutes the total compensation payable to the Contractor for performing all Work under the Contract Documents. All duties, responsibilities, and obligations assigned to or undertaken by the Contractor shall be at his expense without change in the Contract Price. The Contract Price may only be changed by a Change Order. 15.2 Any claim for an adjustment in the Contract Price shall be in writing and written notice of any event, action, or non-action which may become the basis of a claim shall be delivered to the Owner and the Designer within three (3) days of the occurrence of any such event, action or non-action giving rise to the claim. Such written notice is a condition precedent to the making of a claim, and such notice shall describe the basis of the potential claim with reasonable detail and clarity. A claim shall be made in writing and shall be delivered to the Designer and the Owner no later than fourteen (14) days after such notice. The claim shall describe in detail the basis for the claim, with specific reference to any provisions of the Contract Documents, by paragraph, drawing number, or other specific identification, and shall state the amount claimed and how it is calculated. If the Contractor, at the time the claim is made, is unable to state the amount claimed with accuracy, the Contractor shall so state and provide the estimated amount and the basis on which the amount is to be calculated. At the earliest date practicable, but in no event more than thirty (30) days after Contractor's notice of claim, the Contractor shall supplement the claim with an accurate statement of the amount claimed and how it has been calculated. The Contractor shall provide, in writing, in support of the claim all such explanations, arguments, data, receipts, expert opinions, or other documents or information as the Contractor deems appropriate to be considered in support of the claim. A claim may properly be rejected by the Owner by reason of the Contractor's failure to submit adequate or accurate documentation or information, except that within seven (7) days after being given notice that the claim has been rejected on this basis, the Contractor may submit additional documentation or information. No claim for a change of the Contract Price shall be considered or granted (except solely at the discretion of the Owner) unless a claim is so made, nor shall the Contractor be entitled to any increase in the Contract Price unless the Contractor has given notice and made such a written claim within the times required. The Owner shall decide, after obtaining the advice of the Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 34 Designer, whether an increase in Contract Price is warranted, and the amount of such increase shall be determined as provided in paragraph 15.4 through 15.5, below. Any change in the Contract Price resulting from any such claim shall be incorporated in a Change Order. The Owner shall advise the Contractor of its decision with respect to the claim within fourteen (14) days of its receipt, or of the receipt of additional documentation or information if the absence of such has previously been the basis of rejection of the claim; provided, however, that if, in its sole discretion, the Owner deems that review or consideration of any part of the claim or any matter related thereto by its governing Board is necessary or appropriate, it shall so advise the Contractor and shall provide its decision to the Contractor within seven (7) days after such Board consideration, review or action. Any claim on which the Owner has not provided its decision to the Contractor within the applicable time period shall be deemed denied. If the Contractor is not satisfied with the decision of the Owner, the Contractor may within seven (7) days of receipt of the Owner's decision initiate the mediation process as described in Appendix A to the General Conditions of the Contract for Construction. 15.3 In determining the amount of a Contract Price adjustment, the parties shall apply the following methods, as appropriate: (A) Change in Work: The Owner and Contractor shall negotiate in good faith and attempt to agree upon the value of any change (extra or decrease) in Work prior to the issuance of a Change Order covering said Work. Such Change Order shall set forth the corresponding adjustment to the Contract Price. In the event the Owner and the Contractor are unable to agree, the Owner shall grant an equitable adjustment in the Contract Price. (B) Emergency Work: In the event of emergency endangering life or property, the Contractor may be directed by the Designer to proceed on a time and material basis, whereupon the Contractor shall so proceed and keep accurately, in such form as may be required by the Designer, a correct account of costs together with all proper invoices, payrolls, and supporting data therefore. 15.4 Where the Contract Price is to be adjusted, the following limitations shall apply in determining the amount of adjustment: (A) In the case of extra or emergency work, the Contract Price shall not be increased by more than the reasonable, actual, and documented net cost of the extra or emergency work plus ten percent (10%) of such net cost on Work performed by the Contractor and five percent (5%) thereof on any subcontracted Work for overhead and profit combined. (B) In the case of a decrease in Work, the Contract Price shall not be decreased by less than the net cost of the deleted Work plus five percent (5%) of such direct net cost for profit and overhead. The term 'net cost' as used herein shall include, as applicable, and shall be limited to, all direct labor, direct material, direct equipment, labor burden, sales taxes, shipping and handling charges, permits and fees, and insurance and bond premium adjustments, if any, attributable to the change. All other items of cost shall be considered as overhead and covered by the percentages allowed in sections A and B of this paragraph. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 35 The Contractor shall provide worksheets or tabulations describing the method by which the direct net cost was calculated, and shall provide all data needed to support the calculation of the direct net cost, all in a form acceptable to the Owner. 15.5 Where the Contract Price is to be adjusted by negotiation, the Owner may authorize and designate the Designer to negotiate with the Contractor on behalf of the Owner; provided, however, any agreement reached between the Contractor and Designer shall be subject to approval by the Owner. ARTICLE 16. UNFORESEEN CONDITIONS 16.1 Should the Contractor encounter unforeseen conditions at the Project site materially differing from those shown on the Drawings or indicated in the Specifications or differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, the Contractor shall immediately, and in no event more than three days later, give notice to the Owner of such conditions before they are disturbed. The Owner and the Designer shall thereupon promptly investigate the conditions and if they find that they materially differ from those shown on the Drawings or indicated in the Specifications, they shall at once make such changes in the Drawings and/or Specifications as they may find necessary. Any increase or decrease in the Contract Price resulting from such changes shall be adjusted in the manner provided herein for adjustments as to extra and/or additional Work and changes. However, neither the Owner nor the Designer shall be liable or responsible for additional work, costs, or changes to the Work that could have been reasonably determined from any reports, surveys, and analyses made available for the Contractor's review or that could have been discovered by the Contractor through the performance of its obligations pursuant to the Contract Documents. ARTICLE 17. CORRECTION OF WORK BEFORE FINAL PAYMENT 17.1 The Owner has the authority to stop or suspend work, and the Designer has the authority to order Work removed or to order corrections of defective Work or Work not in compliance with the Contract Documents where such action may be necessary to ensure successful completion of the Work. Any work, materials, fabricated items, or other parts of the Work which have been found by the Designer to be defective or not in accordance with the Contract Documents shall be condemned and shall be removed from the Project by the Contractor, and immediately replaced by new Work in accordance with the Contract Documents at no additional cost to the Owner. Work or property of the Owner or others damaged or destroyed by virtue of such condemned Work shall be made good at the expense of the Contractor. Correction of condemned Work described above shall be commenced by the Contractor within twenty-four (24) hours after notice from the Designer or the Owner and shall be pursued to completion. Should the Contractor fail to proceed reasonably with the abovementioned corrections, the Owner may, three (3) days after the notice specified in the preceding sentence, proceed with correction, paying the cost, including costs of uncovering such condemned Work, of such corrections from amounts due or to become due to the Contractor. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 36 Condemned Work removed shall be the property of the Contractor and shall be removed from the Project by him within ten (10) days after notice to remove it, and if not then removed, thereafter may be disposed of by the Owner without compensation to the Contractor and the cost of such disposal shall be deducted from amounts due or to become due to the Contractor. Should the cost of correction of the Work and, if applicable, disposal of the condemned Work by the Owner exceed amounts due or to become due the Contractor, then the Contractor and the Contractor's sureties shall be liable for and shall pay to the Owner the amount of such excess. ARTICLE 18. CORRECTION OF WORK AFTER SUBSTANTIAL COMPLETION; WARRANTIES AND GUARANTIES 18.1 Neither the final certificate, Final Payment, occupation of the premises by the Owner, nor any provision of the Contract Documents, nor any other act or instrument of the Owner or the Designer shall relieve the Contractor from responsibility for negligence, defective material or workmanship, or failure to comply with the Contract Documents. 18.2 The Contractor shall, at the Contractor's sole cost and expense, make all necessary repairs, replacements, and corrections of any nature or description, interior or exterior, structural or non-structural, that shall become necessary by reason of defective workmanship or materials which appear within a period of one (1) year from the date of Substantial Completion; provided, however that notwithstanding the preceding, if any longer guarantee period is specified for any particular materials or workmanship under the Contract Documents, or under any subcontract, or in connection with any manufactured unit which is installed in the Project, or under the laws of the State of North Carolina, the longer guarantee period shall govern. 18.3 If, within any guarantee period, repairs or changes are required in connection with the Work, which are rendered necessary as the result of the use of materials, equipment, or workmanship which are inferior, defective, or not in accordance with the terms of the Contract Documents, the Contractor shall, promptly upon receipt of notice from the Designer and without expense to the Owner: a) Completely repair or replace the Work so that it conforms to the Contract Documents; b) Correct all defects therein; c) Make good all damage which, in the opinion of the Designer, is the result of the use of materials, equipment, or workmanship which are inferior, defective, or not in accordance with the terms of the Contract Documents; and d) Make good any Work or material, or any equipment or contents disturbed in fulfilling any such guarantee. If, in fulfilling the requirements of the Contract Documents or of any guarantee embraced therein or required thereby, the Contractor disturbs any work, facility, premises, or construction belonging to the Owner, the Contractor shall restore such disturbed work to a condition satisfactory to the Owner, and shall guarantee such restored work to the same extent as if it were Work under the Contract Documents. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 37 If the Contractor, after notice, fails to proceed promptly to comply with the terms of the guarantee, the Owner may have the defects corrected, and the Contractor and the Contractor's ureties shall be liable for all expenses incurred. "Promptly" is defined as within twenty-four (24) hours for systems necessary to normal operation of the building and within seventy-two (72) hours for all other items. All special guarantees applicable to definite parts of the Work that may be shown in or required by Contract Documents shall be subject to the terms of this paragraph during the first year of the life of such special guarantee. Manufacturer's standard guarantees or warranties which do not comply with the time limit specified herein shall be extended by the Contractor automatically without further action on the part of the Owner or the Designer. 18.4 In the eleventh calendar month after the date of Substantial Completion, and at the request of the Owner, the Contractor, the Owner and the Designer shall make an inspection of the Work for the purpose of identifying defective workmanship and/or materials. If the Contractor, having been requested to do so by the Owner, fails to participate in such inspection, the Contractor shall be conclusively bound by any decision or ruling by the Designer as to any defective workmanship or material and as to the Contractor's responsibility for its repair or replacement. ARTICLE 19. OWNER'S RIGHT TO DO WORK 19.1 If, during the progress of the Work or during any period of guarantee, the Contractor fails to prosecute the Work properly or to perform any provision of the Contract Documents, the Owner, after three (3) days written notice to the Contractor from the Designer, or from the Owner after Final Payment, may perform or have performed that portion of the Work and may deduct the cost thereof from any amounts due or to become due the Contractor. Notwithstanding any action by the Owner under this paragraph, all warranties and bonds given or to be given by the Contractor shall remain in effect or shall be given by the Contractor. 19.2 Should the cost of such action by the Owner exceed the amount due or to become due the Contractor, the Contractor and his sureties shall be liable for and shall pay to the Owner the amount of such excess. ARTICLE 20. PARTIAL PAYMENTS 20.1 Within thirty (30) days after his initial receipt of the Construction Contract for signatures, the Contractor shall submit to the Designer a Schedule of Values. The Schedule of Values shall indicate the value of the Work, including applicable overhead and profit, for each Division and section of the Project Specifications. The Designer and Owner shall be provided with the Contractor's estimate papers, Subcontractor agreements, supplier quotes, or other documents substantiating these values if so requested in writing by the Designer. The Contractor shall provide the requested documentation within seven (7) days after receipt of the Designer's written request. The Schedule of Values shall be subject to approval by the Owner, and if the Owner and the Contractor cannot agree upon the Schedule of Values, the Designer shall prepare it, and the Schedule of Values as prepared by the Designer shall be binding on the Owner and the Contractor. No Request for Payment shall be certified by the Designer until the Designer has issued approval of said Schedule of Values. 20.2 Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Designer a Request for Payment for Work done during the previous calendar month. The Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 38 Request for Payment shall be in form of AIA Document G702 (latest edition) and shall show substantially the value of Work done (including the value of material delivered to the Project or stored by the Contractor at another site, subject to the conditions hereinafter set forth) during the previous calendar month, and shall sum up the financial status of the Work with the following information: a) Total Contract Price, including any adjustment thereto made pursuant to the Contract Documents. b) Value of Work completed and materials properly stored to date. c) Less amount retained. d) Less previous payments. e) Current amount due. f) Balance remaining. The Contractor, upon request of the Designer, shall substantiate the request with invoices, vouchers, payrolls, or other evidence. 20.3 When payment is requested or made on an account of stored materials, such materials must be stored on the Owner's property at such places and in such a manner as may be designated by the Designer. However, in the sole discretion of the Owner, with permission in writing from the Designer and Owner and under such circumstances as may be determined by the Owner, such materials may be stored in a bonded warehouse. The location and conditions for storage of such materials away from the Owner's property in a bonded warehouse shall be within the sole discretion of the Owner. Requests for Payment on account of stored materials shall be accompanied by paid invoices, bills of sale, warehouse receipts, or other documentary evidence establishing Owner's title to such materials, evidence that the stored materials are insured against loss and damage, and such other documentation as required by the Designer. Responsibility for the quantity, quality, and condition of such stored materials, whether stored on the Owner's property or away from the Owner's property, shall remain with the Contractor regardless of ownership or title. No payment shall be made on account of materials stored in a bonded warehouse unless the Contractor has acquired written permission from the Designer for such storage of materials and has complied with all conditions set forth in such permission regarding such storage of materials in a bonded warehouse. 20.4 Any Request for Payment received by the Designer on or before the fifth (5th) of the calendar month shall be certified for payment or returned for re-submission to the Contractor on or before the fifteenth (15th) of the calendar month. The Designer's certification shall be for the amount which was requested or that which the Designer has decided was justly due, and shall state in writing to the Contractor and Owner the reasons for withholding payment of any or all of the amount requested. 20.5 The Designer may fail to certify all or part of any payment requested for any of the following reasons: Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 39 a) Defective Work not corrected. b) Suits, actions, or claims of any character filed against the Contractor, or due to the operations of the Contractor, or information or notice that a suit, action, or claim will be filed or has been made. c) Information or notice that a Subcontractor or a supplier has not received payment. d) The balance unpaid of the Contract Price is insufficient to complete the Work in the judgment of the Designer or Owner. e) Damage to the Owner or another contractor. f) Inability of the Contractor to meet a Completion Date, including an anticipated failure to meet a Completion Date entitling the Owner to withhold anticipated Liquidated Damages in accordance with paragraphs 13.15 and 13.17 hereof. g) Failure to furnish Submittal as required by the Contract Documents on a timely basis in accordance with the Submittal Register. h) Such other reason as to the Designer may appear prudent, proper, or equitable. When grounds for withholding certification have been corrected, the Designer shall so certify to the Owner and the Owner shall make any payment due with respect to such certification as a part of his next payment after such certification. 20.6 No certificate issued or progress payment made shall constitute an acceptance of the Work or any part thereof. 20.7 The amount certified by the Designer for payment shall be ninety-five percent (95%) of the value of Work completed and materials stored since the Designer's last certification as shown on the Request for Payment, less any amounts not certified in accordance with paragraph 20.4, and this amount shall be paid by the Owner on or before the last business day of the month, but payment shall not be past due until not paid within fifteen (15) days thereafter. 20.8 After certification by the Designer that the Work is fifty percent (50%) complete, based on a determination that the Contractor's gross project invoices, excluding the value of materials stored off-site, equal or exceed fifty percent (50%) of the value of the Contract, (except the value of materials stored on-site shall not exceed twenty percent (20%) of the Contractor's gross project invoices for the purpose of determining whether the Project is fifty percent (50%) complete) and the Contractor has provided to the Owner the written consent of its sureties to the cessation of further percentage retention, the amount certified for payment with respect to subsequent Requests for Payment shall be one hundred percent (100%) of the value of Work completed and materials stored since the Designer's last certification as shown on the Request for Payment, less any amounts not certified in accordance with paragraphs 20.4 and 20.5; provided, however, that the aggregate of periodic payments shall not exceed ninety-seven and one half percent (97.5%) of the Contract Price. If the Owner determines that the Contractor's performance under the Contract is unsatisfactory, the Owner may resume withholding percentage retention from each subsequent periodic payment application up to the maximum amount of five percent (5%) of the Contract Price. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 40 ARTICLE 21. FINAL PAYMENT 21.1 If the Work of the Contractor is limited to demolition, pilings, caissons and/or structural steel, the remaining unpaid balance of the Contractor's Contract Price, less a sum equal to five- tenths percent (0.5%) of the Contract Price, shall be paid within sixty days following receipt of the following documents, all of which must be received before payment shall become due: (i) request for payment from the Contractor; (ii) receipt of consent from the Contractor's surety to the payment; and (iii) approval or certification from the Designer that the work performed by the Contractor is acceptable and in accordance with the Contract Documents. 21.2 Except as set forth in paragraph 21.1, within forty five days after Substantial Completion of the Project, the remaining unpaid balance of the Contract Price shall be paid to the Contractor, less an amount equal to two and one-half times the value of punch list work or other work remaining to be completed or corrected, as reasonably estimated by the Owner. 21.3 Upon Substantial Completion, the Designer shall prepare and submit to the Contractor a deficiency list identifying all portions of the Work which are known by the Designer at that time to be incomplete or defective. Within thirty (30) days of receipt of this deficiency list, the Contractor shall complete and correct all items on that list along with all other Work required to achieve Final Completion of the Work. At any time prior to completion of the period of warranty, the Designer may submit to the Contractor a supplemental deficiency list, in which case the Contractor shall complete or correct any and all new items identified on the supplemental deficiency list within the time period stipulated in paragraph 18.3. 21.4 Final Payment of any remaining balance of the Contract Price shall not be due to the Contractor until the Contractor achieves Final Completion of the Project. 21.5 The making and acceptance of Final Payment shall constitute a waiver of all claims by the Owner except: a) Claims arising from unsettled liens or claims against the Contractor. b) Defective Work or materials appearing after Final Payment. c) Failure of the Contractor to perform the Work in accordance with the Contract Documents. d)As conditioned in the Performance Bond. e) Claims made prior to Final Payment which remain unsettled. f) Amounts due arising under Articles 18 and 28. g) Claims for recovery of overpayment based upon incorrect measurement, estimate, or certificate. 21.6 The making and acceptance of Final Payment shall constitute a waiver of all claims by the Contractor except those claims previously made in writing pursuant to paragraph 15.2 and Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 41 not finally resolved. 21.7 The Designer shall not authorize Final Payment until all of the Work under the Contract Documents has been certified by the Designer as completed, proper and suitable for occupancy and use, and has been approved by all federal, state and local agencies having jurisdiction. 21.8 The final Request for Payment shall be identified on its face as such and shall be presented by the Contractor to the Designer within thirty (30) days of completion of the Work. Final payment of the retained amount due the Contractor shall be made by the Owner within thirty (30) days after the later of (i)full and Final Completion of all Work required by the Contract Documents, and certification of such Work in accordance with paragraph 20.4; (ii) submission of the affidavits of other documentation required by Article 22; (iii) submission by the Contractor of a Request for Payment identified on its face as final and including the Designer's certification. ARTICLE 22. CONTRACTOR, SUBCONTRACTOR AND SUPPLIER AFFIDAVIT 22.1 The Final Payment due the Contractor on account of the Contract Documents shall not become due until the Contractor has furnished to the Owner through the Designer: (A) an affidavit by the Contractor signed, sworn, and notarized to the effect that all payments for materials, services, or for any other reason in connection with the Work or performance of the Contract Documents have been satisfied and that no claims or liens exist against the Contractor in connection with the same; (B) affidavits from each Subcontractor and supplier signed, sworn, and notarized to the effect that (i) each such Subcontractor or supplier has been paid in full by the Contractor for all Work performed and/or materials supplied by him in connection with the Project, and (ii) that all payments for materials, services, and for any other reason in connection with the subcontract or supply contract have been satisfied and that no claims or liens exist against the Subcontractor or supplier in connection therewith; and (C) the written consent of the Contractor's sureties to Final Payment. In the event that the Contractor cannot obtain an affidavit, as required above, from any Subcontractor or supplier, the Contractor shall state in the Contractor's affidavit that no claims or liens exist against such Subcontractor or supplier to the best of the Contractor's knowledge, and that if any appear afterwards, the Contractor shall save the Owner harmless for all costs and expenses, including attorneys' fees, on account thereof. ARTICLE 23. ASSIGNMENTS AND SUBCONTRACTS 23.1 The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. Except as may be required under terms of the bonds required by the Contract Documents, no funds or sums of money due or to become due to the Contractor under the Contract Documents may be assigned. ARTICLE 24. MEASUREMENTS 24.1 Before ordering material or doing Work which is dependent for proper size or installation upon coordination with building conditions, the Contractor shall verify all dimensions and shall be responsible for the correctness of same. No consideration will be given for any claim based on differences between the actual dimensions and those indicated in the Contract Documents. Any discrepancies between the Contract Documents and the existing conditions shall be referred to the Designer for adjustment before any Work affected thereby is begun. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 42 ARTICLE 25. CONTRACTOR AND SUBCONTRACTOR RELATIONSHIPS 25.1 Within thirty (30) days after initial receipt of the Construction Contract for signatures the Contractor shall submit to the Designer and Owner for acceptance a current list of the names of Subcontractors and such other persons and organizations (including those who are to furnish materials or equipment fabricated to a special design) proposed for any and all portions of the Work. The Contractor shall provide this list at this time even if the Contractor was required to submit a list of proposed Subcontractors with the Contractor's bid. The Designer shall promptly reply to the Contractor in writing stating whether or not the Owner or the Designer, after due investigation, has objection to any such proposed person or entity or if it needs additional information to evaluate the persons on the list. Failure of the Designer to reply within ten (10) days after the Contractor has furnished all required information shall constitute notice of no objection. The Contractor shall not contract with any such proposed person or entity to whom the Owner or the Designer has made reasonable objection. If the Designer or Owner has reasonable objection to any such proposed person or entity, the Contractor shall submit a substitute to whom the Owner and the Designer have no reasonable objection. The Contractor shall make no substitution for any Subcontractor, person, or entity previously allowed without first notifying the Designer and Owner in writing and no substitution may be made if the Owner or Designer makes a reasonable objection to such substitution. 25.2 The Contractor agrees that the terms of the Contract Documents, including all portions thereof, shall apply to all Subcontractors of the Contractor as if they were the Contractor, and that the Subcontractors of the Contractor shall, by means of their subcontracts, be bound by all the terms of the Contract Documents including, but not limited to, Article 26 of these General Conditions. 25.3 Payments to Subcontractors shall be made in accordance with the provisions of N.C. Gen. Stat. §143-134.1. ARTICLE 26. USE OF PREMISES 26.1 The Contractor shall confine apparatus, the storage of materials, the operations of workers, and the disposal of material to limits indicated by law, ordinances, permits, and directions of the Designer, if any. 26.2 The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance, or configuration. 26.3 The Contractor shall enforce all of the Designer's instructions, including, but not limited to, those regarding signs, advertisements, fires, and smoking. ARTICLE 27. CUTTING, PATCHING AND FITTING Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 43 27.1 The Contractor shall do all cutting, fitting, and patching of the Work that may be required to make its several parts come together properly and fit it to receive or to be received by Work shown in or which can be reasonably implied from the Contract Documents. ARTICLE 28. DISPUTE RESOLUTION 28.1 The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement. Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or nonperformance 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. In any dispute arising pursuant to the terms of this Agreement the Parties shall follow and abide by the Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Regardless of the outcome of any dispute each Party shall be responsible for its own legal costs including reasonable attorneys' fees. 28.2 Any person or firm that expressly or impliedly agrees to perform labor or services or to provide material, supplies, equipment, work, performance or payment bonds, insurance or indemnification for the construction of the Project or the Work shall be deemed a party to this Agreement solely for the purpose of this Article 28. The Contractor, by means of its subcontracts, shall specifically require its Subcontractors to be bound by this Article. ARTICLE 29. TAXES 29.1 The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. The Contractor shall maintain all tax records during the life of the Project and furnish the Owner with a complete listing of all taxes paid by taxing authority, invoice number, date, amount, etc. in a form acceptable to the Owner. The Contractor is required to maintain a file showing taxes paid on the Project for three (3) years after Final Payment or turn said documents over to the Owner for his files. 29.2 The following is a list of requirements to be followed by the Contractor in maintaining proper records and reporting the North Carolina Sales and Use Tax and Local Sales and Use Tax. The Contractor shall comply fully with the requirements outlined below, in order that the Owner may recover the amount of the tax permitted under the law. a) It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of his Subcontractors. Such evidence shall be transmitted to the Owner with each pay request regardless of whether taxes were paid in that period. b) The documentary evidence shall consist of a certified statement by the Contractor and each of the Contractor's Subcontractors individually, showing total purchases of materials from each separate vendor and total sales and use taxes paid to each vendor. Certified statements must show the invoice number, or numbers, covered, and inclusive dates of such invoices. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 44 c) Materials used from Contractor's or Subcontractor's warehouse stock shall be shown in a certified statement at warehouse stock prices. d) The Contractor shall not be required to certify the Subcontractor's statements. ARTICLE 30. OPERATION OF OWNER'S FACILITIES 30.1 The Contractor agrees that all Work done under the Contract Documents shall be carried on in such a manner so as to ensure the regular and continuous operation of the adjoining or adjacent facilities. The Contractor further agrees that the sequence of operations under the Contract Documents shall be scheduled and carried out so as to ensure said regular and continuous operation. The Contractor shall not close any areas of construction until so authorized by the Designer. The Contractor shall control operations to assure the least inconvenience to the public. Under all circumstances, safety shall be the most important consideration. ARTICLE 31. THIRD PARTY BENEFICIARY CLAUSE 31.1 It is specifically agreed between the parties executing the Agreement that, with the specific exception set forth paragraph 7.24 hereof, and that exception only, the Contract Documents and the provisions therein are not intended to make the public, or any member thereof, a third-party beneficiary of the Agreement, or to authorize anyone not a party to the Contract Documents to maintain a suit for personal injuries or property damage pursuant to the terms of provisions of the Contract Documents. ARTICLE 32. MEASUREMENT OF QUANTITIES 32.1 All Work completed under the Contract Documents shall be measured by the Contractor using United States customary units of measurement. The method of measurement and computations to be used in determination of quantities of material furnished and of Work performed under the Contract Documents shall be those methods set forth in the Contract Documents or, if not specifically set forth therein, the method generally recognized as conforming to good engineering practice. ARTICLE 33. TERMINATION BY THE OWNER FOR CAUSE 33.1 If the Contractor fails to begin or complete the Work under the Contract Documents within the time specified, or fails to perform the Work with sufficient labor and equipment or with sufficient materials to insure the prompt completion of said Work, or shall perform the Work unsuitably or shall discontinue the prosecution of the Work for three (3) days, or if the Contractor shall become insolvent, be declared bankrupt, commit any act of bankruptcy or insolvency, allow any final judgment to stand against the Contractor or its affiliated companies unsatisfied for a period of forty-eight (48) hours, make an assignment for the benefit of creditors, or for any other cause whatsoever shall not carry on the Work in an acceptable manner, the Owner may give notice in writing to the Contractor and the Contractor's sureties of such delay, neglect, or default, specifying the same, and if the Contractor within a period of three (3) days after such notice shall not proceed in good faith and with reasonable speed to correct such delay, neglect, or default in accordance with such notice, the Owner shall have full power and authority, to the extent permitted by law, without violating the Contract Documents, to take the Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 45 prosecution of the Work out of the hands of the Contractor, to appropriate or use any or all materials and equipment at the Project as may be suitable and acceptable, and may enter into an agreement for the completion of the Work or pursue such other methods as in the Owner's opinion shall be necessary or appropriate for the completion of the Work in an acceptable manner. All costs and charges incurred by the Owner in proceeding in accordance with the preceding sentence, including attorney's fees, and all costs incurred by the Owner in completing the Work shall be deducted from any money due or which becomes due the Contractor. If such costs and expenses incurred by the Owner shall be less than the sum which would have been payable under Contract Documents if it had been completed by the Contractor, then the Contractor shall be entitled to receive the difference, but if such costs and expenses shall exceed the sum which would have been payable under the Contract Documents, the Contractor and the Contractor's surety shall be liable to the Owner for and shall pay to the Owner the amount of such excess. ARTICLE 34. TERMINATION OR SUSPENSION BY THE OWNER FOR CONVENIENCE 34.1 The Owner may, without cause, order the Contractor to terminate, suspend, delay, or interrupt the Work in whole or in part for such period of time as the Owner may determine. 34.2 If the Contractor is subsequently ordered by the Owner to resume the Work, any cost or expenses to which the Contractor may be entitled by reason of the suspension, delay, or interruption shall be recovered by means of a Change Order in accordance with Articles 13 and 14 hereof and the Contract Construction Schedule shall be adjusted in accordance with Article 13 hereof. 34.3 In the event of termination by the Owner under this Article, the Contractor shall be entitled to receive the reasonable and documented direct costs incurred prior to termination, including the cost of materials purchased for the Work which purchases cannot be canceled or which material cannot reasonably be used by the Contractor on other work, and the cost of closing down the Project in a safe and efficient manner, plus ten percent (10%) thereof for overhead and profit, subject to the following conditions: a) When the Contract is terminated before completion of all items of Work, payment shall be made for the actual number of units or items of Work completed at the applicable contract prices, or as mutually agreed for items of Work partially complete. If a mutual agreement cannot be reached, the Owner shall have the authority to make such equitable adjustment as it deems warranted and the Final Payment shall be made accordingly. b) Reimbursement for organization of any Work and moving equipment to and from the job shall be considered when not otherwise provided for in the Contract Documents where the volume of completed Work is too small to compensate the Contractor for those expenses under unit prices. If a mutual agreement cannot be reached, the Owner will have the authority to make such equitable adjustments as it deems warranted and the Final Payment will be made accordingly. c) Materials obtained by the Contractor for the Work that have been inspected and accepted by the Designer and that are not incorporated in the Work shall, at the request of the Contractor, be purchased from the Contractor at the Contractor's actual cost as shown by receipted bills and actual costs records at such points of delivery as may be determined by the Owner. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 46 d) No payment shall be made by Owner to Contractor except as herein above provided. No claim for loss of anticipated profits shall be considered or allowed. e) Termination of the Contract shall not relieve the Contractor of his responsibilities for any completed portion of the Work nor shall it relieve his sureties of their obligation for and concerning any just claims arising out of the Work performed. The Contractor shall not be entitled to any other compensation, including compensation for lost profit, lost opportunity, or any other direct or consequential cost, loss, or damage. ARTICLE 35 MINORITY BUSINESS ENTERPRISE PROGRAM 35.1 The Contractor shall at all times comply with the Orange County Minority Business Enterprise Policy. All documentation substantiating compliance with the requirements of this program shall be delivered to the Owner as stipulated in the Contract Documents. A copy of the Orange County Minority Business Enterprise Policy is included in the Project Manual. ARTICLE 36 E-VERIFY AND DIGITAL SIGNATURES 36.1 By executing the Agreement Contractor affirms Contractor, its agents and subcontractors, are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 36.2 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 intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 36.3 By executing the Agreement Contractor certifies that Contractor 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. 36.4 By executing the Agreement Contractor certifies that Contractor 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. ARTICLE 37 GENERAL 37.1 If any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 37.2 The titles to Articles herein are for convenience only, are not substantive parts of the General Conditions, and are not to be considered in interpreting the Contract Documents. Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 47 END OF GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION-EXHIBIT 1 Revised 12/18 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Client#: 1619133 20MUTERCON D/YYYI� E(MM/D ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATs/E(MM/D 9 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER N ONTA T AME: Bobbi Pendleton McGriff Insurance Services tic No :919 281-4500 FAX IM Ne: 8887468761 Post Office Box 13941 EMAIL ADDRESS: bpendieton@mcgriffinsurance.com b endleton riffinsurance.com Durham,NC 27709 INSURER(S)AFFORDING COVERAGE NAIC8 919 281-4500 INSURER A selective Insurance Co of the Southeast 39926 INSURED INSURER B:Builders Mutual Insurance Company 108" Muter Construction LLC INSURER C:Hanover Insurance Company 22292 100 N.Arendell Avenue 31194 �INSURER D:Travelers Casualty 8 surety er co of Am Zebulon,NC 27597 19489 INSURER E:Allied World Assurance Comparry US,Ine INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUB POLICY EFF POLICY EXP LTR INSR Yr4o POLICY NUMBER _ MM/DD MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY X X iS2371019 1/0812019 01/08/202 -EACH q�OECCC�URRENCE $1000000 CLAIMS-MADE 51 OCCUR PREMISES fEa o ourrence $5009 000 X Contractual Liab MED EXP(Any one person) $15000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 PR - POLICY[X]JECT u LOC PRODUCTS-COMP/OPAGG $3,000,000 OTHER: $ A AUTOMOBILE LIABILITY X X S2371019 1/0812019 0110812020 COMBINED SINGLE LIMIT 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY Peracciden,. A X UMBRELLA LIAB X OCCUR X X S2371019 1110812019 01/0812020 EACH OCCURRENCE s5.000.000 EXCESS LIAB CLAIMS-MADE AGGREGATE s51000.000 DED I X RETENTION$O $ B WORKERS COMPENSATION X WCP106230201 1/08/2019 01/081202 X PER OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $500,000 OFFICERIMEMBER EXCLUDED? � N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE1$500 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$500,000 C Builders Risk X IH6A09690205 9/03/2018 09/0312019 $10,000,0001$5,000,000 C Lease/Rent Equip IH6A09690205 9/03/2018 09/0312019 $500,000 D Crime 106891673 1/08/2019 01/0812026 $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Orange County Southern Expansion Phase 1 Seymour Center Renovation and Addition Orange County,the Designer,the Designer's consultants and the Construction Manager are additional insured with respects to General Liability and Auto Liability arising from the operations of the named insured including completed operations as required with written contract.Coverage is primary non contributory. Waiver of subrogation applies to all policies including workers compensation. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Orange Count SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE g y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P O Box 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE ©1988.2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S23866879/M23642578 BDPE DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC DESCRIPTIONS (Continued from Page 1) Not withstanding the preprinted cancellation provisions on this form, coverages afforded under the policies will not be cancelled,reduced in the amount nor will any coverages be eliminated until at least thirty(30)days after mailing written notice by certified mail, return receipt requested,to insured and the owner of such alteration or cancellation. INSURED E:Contractors Pollution/Professional Liability Policy Allied World Assurance Company(US),Inc.AM Best Rating A XV Professional:Claims Made Pollution:Occurrence $1m/$2m Combined Contractors Pollution/Professional Liability Limits $25,000 Deductible Professional Liability$1,000,000 Contractors Professional Liability$1,000,000 Mitigation Expense$1,000,000 Contractors Pollution Liability$1,000,000 Contractors operations Pollution Liability$1,000,000 Time Element-Your Insured Location Liability$1,000,000 I SAGITTA 25.3(2016/03) 2 Of 2 #S23866879/M23642578 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Muter Construction LLC POLICY NUMBER: S2371019 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization s : Locations Of Covered Operations Orange County P O Box 8181 Orange County 2551 Homestead Road Hillsborough,NC 27278 Chapel Hill, NC 27516 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or personal and advertising injury "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or equip- 1. Your acts or omissions; or ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project (other than service, maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insured(s) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed; or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 ❑ DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Muter Construction LLC POLICY NUMBER: S2371019 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization s : Location And Description Of Completed Operations Orange County Orange County P O Box 8181 2551 Homestead Road Hillsborough, NC 27278 Chapel Hill, NC 27516 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for"bodily injury"or"property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". CG 20 37 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 ❑ DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC POLICY NUMBER: S2371019 COMMERCIAL GENERAL LIABILITY CG24041093 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Orange County (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV— COMMER- CIAL GENERAL LIABILITY CONDITIONS)is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard This waiver applies only to the person or organization shown in the Srherli le gbovP. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 13 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC ElitePac® General Liability Extension Endorsement Muter Construction LLC s2371019 COMMERCIAL GENERAL LIABILITY CG 73 00 01 16 SUMMARY OF COVERAGES (including index) This is a summary of the various additional coverages and coverage modifications provided by this endorsement. No coverage is provided by this summary. Refer to the actual endorsement (Pages 3-through-8) for changes affecting your insurance protection. DESCRIPTION PAGE FOUND Additional Insureds- Primary and Non-Contributory Provision Page 7 Blanket Additional Insureds-As Required By Contract Page 6 Broad Form Vendors Coverage Page 6 Damage To Premises Rented To You (Including Fire, Lightning or Explosion) Page 3 Electronic Data Liability($100,000) Page 4 Employee Definition Amended Page 8 Employees As Insureds Modified Page 5 Employer's Liability Exclusion Amended (Not applicable in New York) Page 3 Incidental Malpractice Exclusion modified Page 7 Knowledge of Occurrence, Claim, Suit or Loss Page 7 Liberalization Clause Page 7 Mental Anguish Amendment(Not applicable to New York) Page 8 Newly Formed or Acquired Organizations Page 5 Non-Accumulation Of Limits (Not applicable in New York or Wisconsin) Page 7 Non-Owned Aircraft Page 3 Non-Owned Watercraft (under 60 feet) Page 3 Not-for-profit Members-as additional insureds Page 5 Personal And Advertising Injury-Discrimination Amendment(Not applicable in New York) Page 8 Products Amendment(Medical Payments) Page 4 Supplementary Payments Amended -Bail Bonds($5,000)and Loss of Earnings ($1,000) Page 4 Unintentional Failure to Disclose Hazards Page 7 Waiver of Transfer of Rights of Recovery(subrogation) Page 7 When Two or More Coverage Parts of this Policy Apply to a Loss Page 3 Copyright, 2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC THIS PAGE IS INTENTIONALLY LEFT BLANK. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC ElitePac® General Liability Extension Endorsement COMMERCIAL GENERAL LIABILITY CG 73 00 01 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The SECTIONS of the Commercial General Liability Coverage Form identified in this endorsement will be amended as shown below. However, if(a)two or more Coverage Parts of this policy, or(b)two or more forms or endorsements within the same Coverage Part apply to a loss, only the broadest coverage of this policy will apply, unless specifically stated otherwise within the particular amendment covering that loss. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. COVERAGES -Amendments B. The following is added to Exclusion g. Aircraft, S Auto Or Watercraft under COVERAGE A BODILY SECTION I - COVERAGE A BODILY INJURY AND INJURY AND PROPERTY DAMAGE LIABILITY, 2. PROPERTY DAMAGE LIABILITY Exclusions: EXCLUSIONS This exclusion does not apply to: Employer's Liability Amendment (6) Any aircraft, not owned or operated by any (This provision is not applicable in the State of New insured, which is hired, chartered or loaned with York). a paid crew. However, if the insured has any The following is added to Exclusion e. Employer's other valid and collectible insurance for "bodily Liability under COVERAGE A BODILY INJURY AND injury" or "property damage" that would be PROPERTY DAMAGE LIABILITY,2. Exclusions: covered under this provision, or on any other basis, this coverage is then excess, and subject This exclusion also does not apply to any "temporary to Condition 4. Other Insurance, b. Excess worker". Insurance under SECTION IV- COMMERCIAL Non-Owned Aircraft, Auto or Watercraft GENERAL LIABILITY CONDITIONS. A. Paragraph (2) of Exclusion g. Aircraft, Auto Or Damage To Premises Rented to You Watercraft under COVERAGE A BODILY INJURY A. The last paragraph of Paragraph 2. Exclusions AND PROPERTY DAMAGE LIABILITY, 2. Exclus- under COVERAGE A BODILY INJURY AND ions is deleted in its entirety and replaced with the PROPERTY DAMAGE is deleted in its entirety and following: replaced with the following: (2) A watercraft you do not own that is: Exclusions c. through n. do not apply to damage by (a) Less than 26 feet long and not being used to fire, lightning or explosion to premises rented to you carry persons or property for a charge; or or temporarily occupied by you with the permission (b) At least 26 feet, but less than 60 feet long, of the owner.A separate limit of insurance applies to and not being used to carry persons or this coverage as described in SECTION III - LIMITS property for a charge. Any person is an OF INSURANCE. insured who uses or is responsible for the use of such watercraft with your expressed or implied consent. However, if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" that would be covered under this provision, or on any other basis, this coverage is then excess, and subject to Condition 4. Other Insurance, b. Excess Insurance under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS. Copyright,2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC B. Paragraph 6. under SECTION III - LIMITS OF B. The following paragraph is added to SECTION III - INSURANCE is deleted in its entirety and replaced LIMITS OF INSURANCE: with the following: Subject to 5. above, the most we will pay under 6. Subject to Paragraph 5. above, the most we will COVERAGE A for"property damage" because of all pay under COVERAGE A for damages because loss of "electronic data" arising out of any one of"property damage"to any one premises, while "occurrence"is a sub-limit of$100,000. rented to you, or in the case of damage caused SECTION I-COVERAGE C MEDICAL PAYMENTS by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission EXCLUSIONS of the owner, for all such damage caused by fire, Any Insured Amendment lightning or explosion proximately caused by the Exclusion a. Any Insured under COVERAGE C same event, whether such damage results from MEDICAL PAYMENTS, 2. Exclusions is deleted in its fire, lightning or explosion or any combination of entirety and replaced with the following: the three, is the amount shown in the Declarations for the Damage To Premises a. Any Insured Rented To You Limit. To any insured. C. Paragraph a. of Definition 9. "Insured contract"under This exclusion does not apply to: SECTION V- DEFINITIONS is deleted in its entirety (1) "Not-for-profit members"; and replaced with the following: a. A contract for a lease of premises. However, that (2) "Golfing facility" members who are not paid a portion of the contract for a lease of premises fee, salary, or other compensation;or that indemnifies any person or organization for (3) "Volunteer workers". damage by fire, lightning or explosion to prem- This exclusion exception does not apply if COVERAGE ises while rented to you or temporarily occupied C MEDICAL PAYMENTS is excluded by another by you with the permission of the owner is not an endorsement to this Coverage Part. "insured contract"; Product Amendment Electronic Data Liability Exclusion f. Products-Completed Operations Hazard A. Exclusion p.Access or Disclosure Of Confidential under COVERAGE C MEDICAL PAYMENTS, 2. Or Personal Information And Date-related Exclusions is deleted in its entirety and replaced with Liability under COVERAGE A BODILY INJURY the following: AND PROPERTY DAMAGE LIABILITY, 2. Exclus- ions is deleted in its entirety and replaced by the f. Products-Completed Operations Hazard following: Included within the "products-completed operations p. Access or Disclosure Of Confidential Or hazard". Personal Information And Date-related This exclusion does not apply to"your products" sold Liability for use or consumption on your premises, while such Damages arising out of: products are still on your premises. (1) Any access to or disclosure of any person's This exclusion exception, does not apply if COVERAGE or organization's confidential or personal C MEDICAL PAYMENTS is excluded by another information, including patents, trade secrets, endorsement to this Coverage Part. processing methods, customer lists, finan- SECTION I - SUPPLEMENTARY PAYMENTS- cial information, credit card information or COVERAGES A AND B any other type of nonpublic information; or Expenses For Bail Bonds And Loss Of Earnings (2) The loss of, loss of use of, damage to, A. Subparagraph 1.b. under SUPPLEMENTARY corruption of, inability to access, or inability PAYMENTS - COVERAGES A AND B is deleted in to manipulate "electronic data" that does not its entirety and replaced with the following: result from physical injury to tangible property. b. Up to $5,000 for cost of bail bonds required This exclusion applies even if damages are because of accidents or traffic law violations claimed for notification costs, credit monitoring arising out of the use of any vehicle to which expenses, forensic expenses, public relations Bodily Injury Liability Coverage applies. We do expenses or any other loss, cost or expense not have to furnish these bonds. incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC B. Subparagraph 1.d. under SUPPLEMENTARY Newly Formed Or Acquired Organizations PAYMENTS - COVERAGES A AND B is deleted in A. Subparagraph 3.a. under SECTION II - WHO IS AN its entirety and replaced with the following: INSURED is deleted in its entirety and replaced with d. All reasonable expenses incurred by the insured the following: at our request to assist us in the investigation or a. Coverage under this provision is afforded only defense of the claim or "suit", including actual until the 180th day after you acquire or form the loss of earnings up to $1,000 a day because of organization or the end of the policy period, time off from work. whichever is earlier. However, COVERAGE A SECTION II-WHO IS AN INSURED-Amendments does not apply to "bodily injury' or "property Not-for-Profit Organization Members damage" that occurred before you acquired or formed the organization. The following paragraph is added to SECTION II -WHO B. The following IS AN INSURED: 9is added to SECTION II If you are an organization other than a partnership, joint -WHO IS AN INSURED, Paragraph 3: venture, or a limited liability company, and you are a not- If you are engaged in the business of con- for-profit organization, the following are included as struction of dwellings three stories or less in additional insureds: height, or other buildings three stories or less in height and less than 25,000 square feet in area, 1. Your officials; you will also be an insured with respect to "your 2. Your trustees; work" only, for the period of time described 3. Your members; above, for your liability arising out of the conduct of any partnership or joint venture of which you 4. Your board members; are or were a member, even if that partnership 5. Your commission members; or joint venture is not shown as a Named 6. Your agency members; Insured. However, this provision only applies if you maintain or maintained an interest of at least 7. Your insurance managers; fifty percent in that partnership or joint venture 8. Your elective or appointed officers; and for the period of that partnership or joint venture. 9. Your"not-for-profit members". This provision does not apply to any partnership or joint venture that has been dissolved or otherwise ceased to However only with respect to their liability for your activities or activities they perform on your behalf. function for more than thirty-six months. Employees As Insureds Modified With respect to the insurance provided by this provision, Newly Formed or Acquired Organizations, the A. Subparagraph 2.a.(1)(a) under SECTION 11 - WHO following is added to SECTION IV - COMMERCIAL IS AN INSURED does not apply to "bodily injury" to GENERAL LIABILITY, Paragraph 4. Other Insurance, a "temporary worker" caused by a co-"employee" Subparagraph b. Excess Insurance: who is not a"temporary worker". The insurance provided by this provision, Newly Formed B. Subparagraph 2.a.(2) under SECTION II - WHO IS or Acquired Organizations, is excess over any other AN INSURED does not apply to "property damage" insurance available to the insured, whether primary, to the property of a "temporary worker" or"volunteer excess,contingent or on any other basis. worker" caused by a co-"employee" who is not a (All other provisions of this section remain unchanged)._ "temporary worker"or"volunteer worker". C. Subparagraph 2.a.(1)(d) under SECTION II - WHO IS AN INSURED does not apply to "bodily injury' caused by cardio-pulmonary resuscitation or first aid services administered by a co-"employee". With respect to this provision only, Subparagraph (1) of Exclusion 2. e. Employer's Liability under SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 5 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Blanket Additional Insureds - As Required By The provisions of this coverage extension do not Contract apply unless the written contract or written A. Subject to the Primary and Non-Contributory agreement has been executed (executed means provision set forth in this endorsement, SECTION II - signed by the named insured) or written permit WHO IS AN INSURED is amended to include as an issued prior to the "bodily injury" or "property additional insured any person or organization whom damage"or"personal and advertising injury'. you have agreed in a written contract, written Broad Form Vendors Coverage agreement or written permit that such person or Subject to the Primary and Non-Contributory provision organization be added as an additional insured on set forth in this endorsement, SECTION If-WHO IS AN your policy. Such person or organization is an INSURED is amended to include as an additional additional insured only with respect to liability for "bodily injury" insured any person or organization (referred to below as y' ry' or"property damage" or"personal and vendor) whom you have agreed in a written contract or advertising injury"caused, in whole or in part, by: written agreement to add as an additional insured on 1. Your ongoing operations, "your product", or your policy. Such person or organization is an additional premises owned or used by you; insured only with respect to "bodily injury" or "property With respect to the insurance afforded to these damage" arising out of "your products" which are additional insureds, the following additional distributed or sold in the regular course of the vendor's exclusion applies: business, however the insurance afforded the vendor does not apply to: This insurance does not apply to: a. "Bodily injury"or"property damage"for which the "Bodily injury", "property damage" or "personal vendor is obligated to pay damages by reason of and advertising injury" arising out of the the assumption of liability in a contract or rendering of, or the failure to render, any profes- agreement; however this exclusion does not sional architectural, engineering or surveying apply to liability for damages that the vendor services by or for you, including: would have in the absence of the contract or a. The preparing, approving, or failing to agreement; prepare or approve, maps, shop drawings, b. Any express warranty unauthorized by you; opinions, reports, surveys, field orders, change orders or drawings and specifi- c. Any physical or chemical change in the product cations; and made intentionally by the vendor; b. Supervisory, inspection, architectural or d. Repackaging, unless unpacked solely for the engineering activities. purpose of inspection, demonstration, testing, or the substitution of parts under instructions from This exclusion applies even if the claims against the manufacturer, and then repackaged in the any insured allege negligence or other wrong- original container; doing in the supervision, hiring, employment, training or monitoring of others by that insured, if e. Any failure to make such inspections, adjust- the"occurrence"which caused the "bodily injury" ments, tests or servicing as the vendor has or "property damage", or the offense which agreed to make or normally undertakes to make caused the "personal and advertising injury", in the usual course of business in connection involved the rendering of, or failure to render, with the sale of the product; or any professional architectural, engineering or f. Products which, after distribution or sale by you, surveying services. have been labeled or re-labeled or used as a 2. Your maintenance, operation or use of equip- container, part of ingredient of any other thing or ment, other than aircraft, "auto" or watercraft, substance by or for the vendor; however this rented or leased to you by such person or insurance does not apply to any insured person organization. A person or organization's status or organization, from who you have acquired as an additional insured under this endorsement such products, or any ingredient, part or con- ends when their contract, or agreement with you tainer, entering into, accompanying or containing for such rented or leased equipment ends. With such products. respect to the insurance afforded to these The provisions of this coverage extension do not apply additional insureds, this insurance does not unless the written contract or written agreement has apply to any "occurrence" which takes place been executed (executed means signed by the named after the rental agreement or equipment lease insured) prior to the"bodily injury"or"property damage". expires. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Incidental Malpractice Unintentional Failure To Disclose Hazards Subparagraph 2.a.(1)(d) under SECTION II - WHO IS The following is added to Paragraph 6. Representations AN INSURED is deleted in its entirety and replaced with under SECTION IV - COMMERCIAL GENERAL the following: LIABILITY CONDITIONS: (d) Arising out of his or her providing or failing to provide However, if you should unintentionally fail to disclose any professional health care services. This does not existing hazards in your representations to us at the apply to nurses, emergency medical technicians or inception date of the policy, or during the policy period in paramedics if you are not in the business or connection with any additional hazards, we shall not occupation of providing any such professional deny coverage under this Coverage Part based upon services. such failure to disclose hazards. This provision does not apply if you are a Social Service Waiver Of Transfer Of Rights Of Recovery or Senior Living risk. The following is added to Paragraph 8. Transfer of SECTION IV - COMMERCIAL GENERAL LIABILITY Rights Of Recovery Against Others To Us under CONDITIONS -Amendments SECTION IV - COMMERCIAL GENERAL LIABILITY Knowledge Of Occurrence, Claim, Suit Or Loss CONDITIONS: The following is added to Paragraph 2. Duties in the We will waive any right of recovery we may have against Event of Occurrence, Offense, Claim or Suit under a person or organization because of payments we make SECTION IV - COMMERCIAL GENERAL LIABILITY for"bodily injury"or"property damage"arising out of your CONDITIONS: ongoing operations or "your work" done under a written contract or written agreement and included in the The requirements under this paragraph do not apply until "products-completed operations hazard", if: after the"occurrence"or offense is known to: 1. You have agreed to waive any right of recovery 1. You, if you are an individual; against that person or organization in a written con- 2. A partner, if you are a partnership; tract or written agreement; 3. An "executive officer" or insurance manager, if you 2. Such person or organization is an additional insured are a corporation; on your policy; or 4. Your members, managers or insurance manager, if 3. You have assumed the liability of that person or you are a limited liability company; or organization in that same contract, and it is an 5. Your elected or appointed officials, officers, mem- "insured contract". bers, trustees, board members, commission mem- The section above only applies to that person or bers, agency members, or your administrator or your organization identified above, and only if the "bodily insurance manager if you are an organization other injury" or "property damage" occurs subsequent to the than a partnership, joint venture, or limited liability execution of the written contract or written agreement. company. Liberalization Primary and Non-Contributory Provision The following condition is added to SECTION IV- The following is added to Paragraph 4. Other Insur- COMMERCIAL GENERAL LIABILITY CONDITIONS: ance, b. Excess Insurance under SECTION IV- If we revise this Coverage Part to provide more coverage COMMERCIAL GENERAL LIABILITY CONDITIONS: without additional premium charge, subject to our filed This insurance shall be excess with respect to any company rules, your policy will automatically provide the person or organization included as an additional insured additional coverage as of the day the revision is effective under this policy, any other insurance that person or in your state. organization has shall be primary with respect to this Non-Accumulation Of Limits insurance, unless: (This provision is not Applicable in the state of New York (1) The additional insured is a Named Insured under or Wisconsin). such other insurance; The following condition is added to SECTION IV - (2) You have agreed in a written contract, written COMMERCIAL GENERAL LIABILITY CONDITIONS: agreement or written permit to include that additional insured on your General Liability policy on a primary If you have other insurance provided by us or one of our and/or non-contributory basis;and affiliates that will respond to a claim or "suit' also covered under this coverage, the maximum limit of (3) The written contract or written agreement has been insurance under all collectible insurance shall not executed (executed means signed by the named exceed the highest applicable limit under any one of the insured) or written permit issued prior to the "bodily other coverage part(s), form(s)or policy(ies). injury" or"property damage" or"personal and adver- tising injury". Copyright, 2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 7 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC SECTION V-DEFINITIONS For the purpose of the Electronic Data Liability coverage Discrimination provided by this endorsement, Definition 17. "Property damage" is deleted in its entirety and replaced by the (This provision does not apply in New York). following: A. The following is added to Definition 14. "Personal 17. "Property damage"means: and advertising injury": a. Physical injury to tangible property, including all "Personal and advertising injury" also means resulting loss of use of that property. All such "discrimination"that results in injury to the feelings or loss of use shall be deemed to occur at the time reputation of a natural person, however only if such of the physical injury that caused it; or "discrimination"or humiliation is: b. Loss of, loss of use of, damage to, corruption of, 1. Not done by or at the direction of: inability to access, or inability to properly a. The insured; or manipulate "electronic data", resulting from b. Anyone considered an insured under physical injury to tangible property. All such loss SECTION II -WHO IS AN INSURED•' of "electronic data" shall be deemed to occur at the time of the"occurrence"that caused it. 2. Not done intentionally to cause harm to another For the purpose of the Electronic Data Liability coverage person. provided by this endorsement, "electronic data" is not 3. Not directly or indirectly related to the employ- tangible property. ment, prospective employment or termination of employment of any person or persons by any Employee Amendment insured. Definition 5. "Employee" under SECTION V- DEFINI- 4. Not arising out of any "advertisement" by the TIONS is deleted in its entirety and replaced by the insured. following: B. The following definition is added to SECTION V- 5. "Employee" includes a "leased worker', or a "tempo- DEFINITIONS: rary worker'. If you are a School, "Employee" also includes a student teacher. "Discrimination"means: Golfing Facility a. Any act or conduct that would be considered The following definition is added to SECTION V - discrimination under any applicable federal, DEFINITIONS: state, or local statute, ordinance or law; "Golfing facility" means a golf course, golf club, driving b. Any act or conduct that results in disparate treatment of, or has disparate impact on, a per- range, or miniature golf course. son, because of that person's race, religion, Mental Anguish Amendment gender, sexual orientation, age, disability or (This provision does not apply in New York). physical impairment; or Definition 3. "Bodily injury" under SECTION V- c. Any act or conduct characterized or interpreted DEFINITIONS is deleted in its entirety and replaced with as discrimination by a person based on that the following: person's race, religion, gender, sexual orienta- tion, age, disability or physical impairment. 3. "Bodily injury means bodily injury, sickness or disease sustained by a person, including death It does not include acts or conduct characterized or resulting from any of these at any time. This includes interpreted as sexual intimidation or sexual harass- mental anguish resulting from any bodily injury, ment, or intimidation or harassment based on a sickness or disease sustained by a person. (In New person's gender. York, mental anguish has been determined to be Electronic Data "bodily injuryl The following definition is added to SECTION V- Not-for-profit Member DEFINITIONS: The following definition is added to SECTION V- "Electronic data" means information, facts or programs DEFINITIONS: stored as or on, created or used on, or transmitted to or "Not-for-profit member" means a person who is a from computer software, including systems and applica- member of a not-for-profit organization, including clubs tions software, hard or floppy disks, CD-ROMS, tapes, and churches, who receives no financial or other drives, cell, data processing devices or any other media compensation. which are used with electronically controlled equipment. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CG 73 00 01 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Orange County P O Box 8181 Hillsborough,NC 27278 Project Location: Orange County 2551 Homestead Road Chapel Hill,NC 27516 This endorsement changes the policy to which it is attached and is effective on the date issued unless other- wise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. 01/08/2019 WCP106230201 Insured Muter Construction LLC Premium$ Incl. Insurance Company Builders Mutual Insurance Company Countersigned b 9 Y WC000313 01983 National Council on Compensation Insurance. DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Muter Construction LLC WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) POLICY NUMBER: S2371019 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Muter Construction LLC Endorsement Effective Date: 1/9/2019 SCHEDULE Name(s)Of Person(s)Or Organization(s): Orange County Project Location: Orange County 2551 Homestead Road Chapel Hill,NC 27516 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organiza- tions) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Copyright, Insurance Services Office, Inc.,2009 CA 04 44 0310 Page 1 of 1 AGENT'S COPY DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC ElitePac® Commercial Automobile Extension Muter Construction LLC S2371019 COMMERCIAL AUTO CA 78 09NC 01 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by the endorsement. AMENDMENTS TO SECTION II - LIABILITY An "employee" of yours is an "insured" while operating COVERAGE an "auto" hired or rented under a contract or agreement If this policy provides Auto Liability coverage for Owned in that "employee's" name with your permission, while Autos, the following extensions are applicable accord- performing duties related to the conduct of your busi- ingly: ness. NEWLY ACQUIRED OR FORMED ORGANIZATIONS BLANKET ADDITIONAL INSUREDS The following is added to SECTION II, A.1. -Who Is An The following is added to SECTION II, A.1. -Who Is An Insured: Insured: Any organization you newly acquire or form, other than a Any person or organization with whom you agreed in a partnership,joint venture or limited liability company over written contract, written agreement or written permit to which you maintain ownership or majority interest, will add as an additional "insured" on your policy is an addi- qualify as a Named Insured if there is no similar insur- tional "insured". Such person or organization is an ance available to that organization. However: additional "insured" only with respect to your ownership, maintenance or use of a covered "auto". This coverage 1. Coverage under this provision is afforded only until shall be primary and non-contributory with respect to the the 180th day after you acquire or form the organiza- additional"insured". This provision only applies if: tion or the end of the policy period, whichever is earlier; 1. It is required in the written contract, written agree- 2. Coverage does not apply to "bodily injury" or ment or written permit identified in this section; "property damage" resulting from an "accident" that 2. It is permitted by law; and occurred before you acquired or formed the organi- 3. The written contract or written agreement has been zation. executed or written permit issued prior to the "bodily No person or organization is an "insured" with respect to injury"or"property damage". the conduct of any current or past partnership, joint EXPENSES FOR BAIL BONDS AND LOSS OF venture or limited liability company that is not shown as EARNINGS a Named Insured in the Declarations. Paragraphs (2) and (4) of SECTION II, A.2.a. - LIMITED LIABILITY COMPANIES Supplementary Payments are deleted in their entirety The following is added to SECTION II, A.I. -Who Is An and replaced with the following: Insured: (2) Up to the Limit of Insurance shown on the ElitePac If you are a limited liability company, your members and Schedule for the cost of bail bonds (including bonds managers are "insureds" while using a covered "auto" for related traffic law violations) required because of you don't own, hire or borrow during the course of their an "accident" covered under this policy. We do not duties for you. have to furnish these bonds. EMPLOYEES AS INSUREDS (4) All reasonable expenses incurred by the "insured"at our request. This includes actual loss of earnings If this policy provides Auto Liability coverage for Non- because of time off from work, which we will pay up Owned Autos, the following is added to SECTION II, to the Limit of Insurance shown on the ElitePac A.1.-Who Is An Insured: Schedule. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CA 78 09NC 01 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 INSURED'S COPY DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC EMPLOYEE INDEMNIFICATION AND EMPLOYER'S ADDITIONAL TRANSPORTATION EXPENSES LIABILITY AMENDMENT SECTION III, A.4.a. - Transportation Expenses is The following is added to SECTION II, B.4. -Exclusions deleted in its entirety and replaced with the following: This exclusion does not apply to a "volunteer worker" We will pay up to the maximum Limit of Insurance shown who is not entitled to workers compensation, disability or on the ElitePac Schedule for temporary transportation unemployment compensation benefits. expenses that you incur because of any "loss" to a cov- FELLOW EMPLOYEE COVERAGE ered "auto", but only if the covered "auto" carries the coverages and meets the requirements described in 1. The Fellow Employee Exclusion, SECTION II, B.5. - is or 2. below: deleted in its entirety. 1. We will pay temporary transportation expenses for CARE, CUSTODY OR CONTROL AMENDMENT total theft of a covered "auto". We will only pay for The following is added to SECTION II, B.6. - such expenses incurred during the period beginning Exclusions: 24 hours after the theft and ending, regardless of the This exclusion does not apply to property owned by policy's expiration, when the covered "auto" is re- anyone other than an"insured", subject to the following: turned to use or we pay for its"loss". 1. The most we will pay under this exception for any 2. For "loss" other than total theft of a covered "auto" one "accident" is the Limit of Insurance stated in the under Comprehensive or Specified Causes of Loss ElitePac Schedule; and Coverage, or for any"loss" under Collision Coverage to a covered "auto", we will only pay for those tem- 2. A per "accident" deductible as stated in the ElitePac porary transportation expenses incurred during the Schedule applies to this exception. policy period beginning 24 hours after the "loss" and AMENDMENTS TO SECTION III - PHYSICAL ending, regardless of the policy's expiration, with the DAMAGE COVERAGE lesser of the number of days reasonably required to If this policy provides Comprehensive, Specified Causes repair or replace the covered "auto"or 30 days. of Loss or Collision coverage, the following extensions Paragraph 2. of this extension does not apply while are applicable for those "autos" for which Comprehen- there are spare or reserve "autos" available to you sive, Specified Causes of Loss or Collision coverage is for your operations. purchased: This coverage extension does not apply to Emergency TOWING AND LABOR Services Organizations and Governmental Entities. SECTION III, A.2. -Towing is deleted in its entirety and HIRED AUTO PHYSICAL DAMAGE COVERAGE replaced with the following: The following is added to SECTION III, A.4. - Coverage We will pay all reasonable towing and labor costs up to Extensions: the maximum Limit of Insurance shown on the ElitePac Physical Damage coverage is hereby extended to apply Schedule per tow each time a covered Private Passen- to Physical Damage "loss"to "autos" leased, hired, rent- ger Auto, "Social Service Van or Bus" or "Light Truck" is ed or borrowed without a driver. We will provide cover- disabled and up to the maximum Limit of Insurance per age equal to the broadest coverage available to any tow each time a covered "Medium Truck", "Heavy Truck" covered "auto" shown in the Declarations. But, the most or"Extra Heavy Truck" is disabled. we will pay for "loss" to each "auto" under this coverage For labor charges to be eligible for reimbursement the extension is the lesser of: labor must be performed at the place of disablement. 1. The Limit of Insurance stated in the ElitePac Sched- This coverage extension does not apply to Emergency ule; or Services Organizations and Governmental Entities. 2. The actual cash value of the damaged or stolen GLASS BREAKAGE DEDUCTIBLE property as of the time of the"loss"; or The following is added to SECTION III, A.3. - Glass 3. The actual cost of repairing or replacing the dam- Breakage -Hitting A Bird Or Animal - Falling Objects aged or stolen property with other property of like or Missiles: kind and quality. A part is of like kind and quality If damaged glass is repaired rather than replaced, no when it is of equal or better condition than the pre- deductible will apply for such repair. This extension does accident part. We will use the original equipment not apply to Emergency Services Organizations and from the manufacturer when: Governmental Entities. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CA 78 09NC 01 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of 5 INSURED'S COPY DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC (a) The operational safety of the vehicle might 2. Any: otherwise be impaired; a. Overdue lease/loan payments at the time of (b) Reasonable and diligent efforts to locate the 'loss"; appropriate rebuilt, aftermarket or used part b. Financial penalties imposed under a lease for have been unsuccessful; or excessive use, abnormal wear and tear, high (c) A new original equipment part of like kind mileage or similar charges; and quality is available and will result in the c. Security deposits not refunded by the lessor or lowest overall repair cost. financial institution; For each leased, hired, rented or borrowed "auto" our d. Costs for extended warranties, credit life, health, obligation to pay"losses"will be reduced by a deductible accident, or disability insurance purchased with equal to the highest deductible applicable to any owned the loan or lease; and "auto" for that coverage. No deductible will be applied to "losses"caused by fire or lightning. e. Carry-over balances from previous leases or SECTION IV, B. 5. Other Insurance Condition, Para- loans. graph 5.b. is deleted in its entirety and replaced by the You are responsible for the deductible applicable to the following: "loss"for the covered "auto". For Hired Auto Physical Damage Coverage, the follow- This extension only applies if the lessor or financial ing are deemed to be covered "autos"'you own: institution is an additional "insured" under this Coverage 1. Any covered "auto" you lease, hire, rent, or borrow; Form. and PERSONAL EFFECTS 2. Any covered "auto" hired or rented by your "em- The following is added to SECTION III, A.4. - Coverage ployee" under a contract or agreement in that Extensions: "employee's" name, with your permission, while If this policy provides Comprehensive Coverage for a performing duties related to the conduct of your covered "auto" you own and that covered "auto" is business. stolen, we will pay up to the Limit of Insurance shown on However, any "auto" that is leased, hired, rented or the ElitePac Schedule, without application of a deducti- borrowed with a driver is not a covered "auto". ble, for lost personal effects that were in the covered This coverage extension does not apply to Emergency "auto" at the time of theft. Personal effects do not include jewelry, tools, money, securities or valuable papers. This Services Organizations and Governmental Entities. coverage is excess over any other collectible insurance. HIRED AUTO LOSS OF USE COVERAGE AIRBAG COVERAGE The following is added to SECTION III, A.4. - Coverage The following is added to SECTION III, 6.3.a. - Extensions: Exclusions: We will pay expenses for which you are legally Mechanical breakdown does not include the accidental responsible to pay up to the Limit of Insurance shown on discharge of an airbag. the ElitePac Schedule per"accident" for loss of use of a leased, hired, rented or borrowed "auto" if it results from This coverage extension does not apply to Emergency an "accident". Services Organizations and Governmental Entities. This coverage extension does not apply to Emergency EXPANDED AUDIO, VISUAL, AND DATA ELEC- Services Organizations, Governmental Entities, and TRONIC EQUIPMENT COVERAGE Schools. SECTION III, B.4.- Exclusions AUTO LOAN/LEASE GAP COVERAGE (Not Available This exclusion does not apply to the following: in New York) 1. Global positioning systems; The following is added to SECTION III, A.4. - Coverage 2. "Telematic devices"; or Extensions: In the event of a total "loss" to a covered "auto" we will 3. Electronic equipment that reproduces, receives or pay any unpaid amount due on the lease or loan for a transmits visual or data signals and accessories covered "auto", less: used with such equipment, provided such equipment is: 1. The amount paid under the Physical Damage Cover- a. Permanently installed in or upon the covered age Section of the policy; and "auto"at the time of the"loss"; Copyright, 2015 Selective Insurance Company of America.All rights reserved. CA 78 09NC 01 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 5 INSURED'S COPY DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC removable from a housing unit that is perma- 4. Your members, managers or insurance manager, if nently installed in the covered "auto" at the time you are a limited liability company; of the"loss"; 5. Your elected or appointed officials, trustees, board c. Designed to be solely operated by use of power members or your insurance manager, if you are an from the"auto's"electrical system; or organization other than a partnership, joint venture d. Designed to be used solely in or upon the or limited liability company. covered "auto". But, this section does not amend the provisions relating For each covered "loss"to such equipment, a deductible to notification of police or protection or examination of of$50 shall apply, unless the deductible otherwise appli- the property that was subject to the"loss". cable to such equipment is less than $50, at which point WAIVER OF SUBROGATION the lower deductible, if any, will apply. SECTION IV, A.S. - Transfer Of Rights Of Recovery COMPREHENSIVE DEDUCTIBLE - LOCATION Against Others To Us is deleted in its entirety and TRACKING DEVICE replaced with the following: The following is added to SECTION III, D.- Deductible: We waive any right of recovery we may have against Any Comprehensive Coverage Deductible shown in the any person or organization because of payments we Declarations will be reduced by 50% for any "loss" make for "bodily injury" or "property damage" resulting caused by theft if the covered "auto" is equipped with a from the ownership, maintenance or use of a covered location tracking device and that device was the sole "auto" but only when you have assumed liability for such method used to recover the"auto". "bodily injury" or "property damage" in an "insured con- PHYSICAL DAMAGE LIMIT OF INSURANCE tract". In all other circumstances, if a person or organiza- tion to or for whom we make payment under this Cover- SECTION III, C. - Limit Of Insurance is deleted in its age Form has rights to recover damages from another, entirety and replaced with the following: those rights are transferred to us. The most we will pay for a "loss" in any one "accident" is MULTIPLE DEDUCTIBLES the lesser of: The following is added to SECTION IV, A. - Loss 1. The actual cash value of the damaged or stolen Conditions: property as of the time of the "loss";or If a "loss" from one event involves two or more covered 2. The cost of repairing or replacing the damaged or "autos"and coverage under Comprehensive or Specified stolen property with other property of like kind and Causes of Loss applies, only the highest applicable quality. deductible will be applied. This coverage extension does not apply to Emergency CONCEALMENT, MISREPRESENTATION OR FRAUD Services Organizations and Governmental Entities. The following is added to SECTION IV, B.2. - Conceal- AMENDMENTS TO SECTION IV - BUSINESS AUTO ment, Misrepresentation Or Fraud: CONDITIONS If you should unintentionally fail to disclose any existing DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT hazards in your representations to us prior to the incep- OR LOSS tion date of the policy or during the policy period in The following is added to SECTION IV, A.2.a. - Duties connection with any newly discovered hazards, we will In The Event Of Accident, Claim, Suit Or Loss: not deny coverage under this Coverage Form based upon such failure. The notice requirements for reporting "accident" claim, POLICY PERIOD, COVERAGE TERRITORY "suit" or "loss" information to us, including provisions related to the subsequent investigation of such "acci- SECTION IV, B.7. - Policy Period, Coverage Territory dent", claim, "suit" or "loss" do not apply until the "acci- is deleted in its entirety and replaced with the following: dent", claim, "suit"or"loss" is known to: Under this Coverage Form, we cover "accidents" and 1. You, if you are an individual; "losses"occurring: 2. A partner, if you are a partnership; a. During the policy period shown in the Declarations; 3. An executive officer or insurance manager, if you and are a corporation; b. Within the"Coverage Territory". We also cover "loss" to or "accidents" involving a cov- ered "auto" while being transported between any of these places. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CA 78 09NC 01 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 INSURED'S COPY DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC TWO OR MORE COVERAGE FORMS OR POLICIES EXTRA HEAVY TRUCK ISSUED BY US -DEDUCTIBLES "Extra Heavy Truck" means a truck with a gross vehicle The following is added to SECTION IV, B.8. - Two Or weight rating of 45,001 pounds or more. More Coverage Forms Or Policies Issued By Us: HEAVY TRUCK If a "loss" covered under this Coverage Form also "Heavy Truck" means a truck with a gross vehicle weight involves a "loss" to other property resulting from the rating of 20,001 pounds to 45,000 pounds. same "accident" that is covered under this policy or LIGHT TRUCK another policy issued by us or any member company of ours, only the highest applicable deductible will be "Light Truck" means a truck with a gross vehicle weight applied. rating of 10,000 pounds or less. AMENDMENTS TO SECTION V-DEFINITIONS MEDIUM TRUCK BODILY INJURY INCLUDING MENTAL ANGUISH "Medium Truck" means a truck with a gross vehicle (Not Applicable in New York) weight rating of 10,001 pounds to 20,000 pounds. The definition of bodily injury is deleted in its entirety and SOCIAL SERVICE VAN OR BUS replaced by the following: "Social Service Van or Bus"means a van or bus used by "Bodily injury" means bodily injury, sickness, or disease a government entity, civic, charitable or social service sustained by a person, including death resulting from organization to provide transportation to clients inci- any of these. "Bodily injury" includes mental anguish re- dental to the social services sponsored by the organiza- sulting from bodily injury, sickness or disease sustained tion, including special trips and outings. by a person. TELEMATIC DEVICE ADDITIONS TO SECTION V-DEFINITIONS "Telematic Device" includes devices designed for the COVERAGE TERRITORY collection and dissemination of data for the purpose of "Coverage Territory" means: monitoring vehicle and/or driver performance. This in- cludes Global Positioning System technology, wireless 1. The United States of America (including its territories safety communications and automatic driving assistance and possessions), Canada and Puerto Rico; and systems, all integrated with computers and mobile com- 2. Anywhere in the world, except for any country or munications technology in automotive navigation sys- jurisdiction that is subject to trade or other economic tems. sanction or embargo by the United States of VOLUNTEER WORKER America, if a covered "auto" is leased, hired, rented, or borrowed without a driver for a period of 30 days "Volunteer worker" means a person who performs busi- or less, and the insured's responsibility to pay "dam- ness duties for you, for no financial or other compensa- ages" is determined in a "suit" on the merits in and tion. under the substantive law of the United States of America (including its territories and possessions), Puerto Rico, or Canada, or in a settlement we agree to. If we are prevented by law, or otherwise, from defending the"insured" in a "suit" brought in a location described in Paragraph 2. above, the insured will conduct a defense of that"suit". We will reimburse the "insured" for the rea- sonable and necessary expenses incurred for the de- fense of any such "suit" seeking damages to which this insurance applies, and that we would have paid had we been able to exercise our right and duty to defend. Copyright, 2015 Selective Insurance Company of America.All rights reserved. CA 78 09NC 01 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 INSURED'S COPY DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 32 06 01A CANCELLATION AND NON-RENEWAL ENDORSEMENT This endorsement applies only to the insurance provided by the policy because North Carolina is shown in item 3.A. of the Information Page. It is hereby understood and agreed that all cancellation provisions in the policy addressing the required number of days notice for cancellation by us or non-renewal by us are amended as follows: a. 30 days notice will be given for notice of cancellation for non-payment of premium. b. 30 days notice will be given for notice of cancellation for any other reason. C. 45 days notice will be given for non-renewal. Notwithstanding the provisions above, in no event will the number of days notice for cancellation or for non-renewal be fewer than the number of days required by North Carolina law. In the event of cancellation or nonrenewal of the policy, we will mail notice to the named insured, and to the additional person(s)or organization(s)named in the Schedule below, as required by North Carolina law: SCHEDULE Orange County P O Box 8181 Hillsborough,NC 27278 Project Location:Orange County 2551 Homestead Road Chapel Hill,NC 27516 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01/08/2019 Policy No.WCP106230201 Endorsement No.lnsured Muter Construction LLC Policy Effective Date01/08/2019 Insurance Company BUILDERS PREMIER INSURANCE CO Countersigned by WC320601A DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 20MUTERCON ACOR& EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DATE(MM/DD/YYYY) 06/27/2019 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE ADDITIONAL INTEREST. PRODUCER NAME, COMPANY NAME AND ADDRESS NAIC NO. 22zg2 CONTACT PERSON AND ADDRESS_Lr No 919 281-4500 Ext: _ Hanover Insurance company McGriff Insurance Services Box 85612 Post Office Box 13941 Richmond,VA=65 Durham,NC 27709 X .8887468761 auu IL FA ,bpendleton@mcgriffinsurance.com IF MULTIPLE COMPANIES,COMPLETE SEPARATE FORM FOR EACH CODE: SUB CODE: POLICY TYPE CUSTOMER ID a: 1619133 Builders Risk NAMED INSURED AND ADDRESS LOAN NUMBER t POLICY NUMBER Muter Construction LLC IH6A09690205 100 N.Arendell Avenue Zebulon,INC 27597 EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL 09/03/2018 09/03/2019 TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(S) THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION ACORD 101 may be attached if mores ace is required) ® BUILDING OR ❑ BUSINESS PERSONAL PROPERTY 2551THomesteadlRoad,Chapel Hill,INC 27561 Orange County Southern Expansion Phase 1-Seymour Center Renovation and Addition 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 EVIDENCE OF PROPERTY INSURANCE 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. COVERAGE INFORMATION PERILS INSURED I I BASIC I BROAD I X I SPECIAL COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $4,444,500 Building DED: 1,000 ES NO NIA ❑ BUSINESS INCOME ❑RENTAL VALUE X If YES,LIMIT: Actual Loss Sustained;#of months BLANKET COVERAGE X If YES,indicate value(s)reported on property identified above:$ TERRORISM COVERAGE X Attach Disclosure Notice/DEC IS THERE A TERRORISM-SPECIFIC EXCLUSION? X IS DOMESTIC TERRORISM EXCLUDED? I X LIMITED FUNGUS COVERAGE X If YES,LIMIT: 100,000 DED: 1,000 FUNGUS EXCLUSION(IF"YES",specify organization's form used) X REPLACEMENT COST X AGREED VALUE X COINSURANCE _ X If YES, % EQUIPMENT BREAKDOWN(If Applicable) X If YES,LIMIT:Included DED: 1,000 ORDINANCE OR LAW -Coverage for loss to undamaged portion of bldg X If YES,LIMIT:Included DED: 1,000 Demolition Costs X PLIMIT: T: 1,000,000 DED: 1,000 Incr.Cost of Construction X : INCLUDED DED: 1,000 EARTH MOVEMENT(If Applicable) X : 1,000,000 DED: 25,000 FLOOD(If Applicable) X : 1,000,000 DED: 25,000 WIND/HAIL INCL YES NO Subject to Different Provisions X : Included DED: 1,000 NAMED STORM INCL YES NO Subject to Different Provisions X If YES,LIMIT: DED: PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE X HOLDER PRIOR TO LOSS CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST CONTRACT OF SALE LENDER'S LOSS PAYABLE LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS MORTGAGEE HX Additional Insured NAME AND ADDRESS Orange County 200 South Cameron Street PO Box 8181 Hillsborough,NC 27278 AUTHORIZED RE,P,RsESENTATIVE 76�.�ca 07' + S 488837 Pagel of 3 ©2003-2015 ACORD CORPORATION.All rights reserved. ACORD 28(2016/03) The ACORD name and logo are registered marks of ACORD BDPE DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC EVIDENCE OF COMMERCIAL PROPERTY INSURANCE REMARKS -Including Special Conditions(Use only if more space is required) ******Description of Operations****** Orange County Southern Expansion Phase 1 -Seymour Center Renovation and Addition 1551 Homestead Road,Chapel Hill,NC 27516 Project Total$4,444,500.00 BUILDERS RISK LIMITS ANY ONE STRUCTURE FRAME $5,000,000 JOISTED MASONRY $5,000,000 NON-COMBUSTIBLE$10,000,000 MASONRY NON-COMBUSTIBLE$25,000,000 Deductible$1,000 Per Occurrence Deductible$2,500 Per Occurrence Frame Construction Covered Property in Transit$250,000 Covered Property in Temporary Storage or Off Site Fabrication$250,000 Trees, Plants,Lawns and Shrubs$50,000 Business Personal Property$10,000 Construction Trailers and Contents at Job Site$50,000 Contract Penalty Coverage$25,000 Debris RemovalAdditional Limits$75,000 Emergency Removal to Preserve Covered Property$10,000 Expediting Expense$100,000 Expense to Re-Install Undamaged Scaffolding,Fences and Signs$10,000 Fire Suppression Equipment Recharging$50,000 Fungus,Wet Rot,Dry Rot and Bacteria$100,000 Insufficiency of Limit 10%of Limit of Insurance/$1,000,000 maximum Key Coverage$2,500 Loss Adjustment Expense$5,000 Ordinance or Law Coverage: Undamaged portions of the Building or Structure Included in Building or Structure Limit Demolition Costs and Increased Cost of Construction$1,000,000 Police and Fire Department Service Charges$50,000 Pollutant Clean Up and Removal$50,000 Reward Payment$10,000 Sewer and Drain Back Up$100,000 Valuable Papers and Records$50,000 Delay in Completion Limit$250,000 Soft Costs Limit$250,000 Loss of Business Income Limit$INCLUDED Loss of Rental Income Limit$INCLUDED Prevention of Access Limit$100,000 Permission To Occupy is granted Flood Limit$1,000,000 Deductible$25,000 Earthquake Limit$1,000,000 Deductible$25,000 Installation Floater Coverage Jobsite Limit$5,000,000 Deductible$1,000 Catastrophe Limit$5,000,000 Cause of Loss: Special Deductible: 1,000 Cause of Loss: Earthquake Amount: 1,000,000 Deductible:25,000 Cause of Loss: Flood Amount: 1,000,000 Deductible:25,000 Not withstanding the preprinted cancellation provisions on this form,coverages afforded under the policies will not be cancelled, reduced in the amount nor will any coverages be eliminated until at least thirty (30)days after mailing written notice by certified mail,return receipt requested,to insured and the owner of such alteration or cancellation. ACORD 28(2016/03) S 488837 Page of 3 BDPE DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC EVIDENCE OF COMMERCIAL PROPERTY INSURANCE REMARKS -Including Special Conditions(Use only if more space Is required) ACORD 28(2016/03) S 488837 Page of 3 BDPE DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC Muter Construction LLC AAIS This endorsement changes IM 7851 04 04 the Inland Marine Coverage Page 1 of 1 --PLEASE READ THIS CAREFULLY-- ALTERATION OF CANCELLATION ENDORSEMENT (The entries required to complete this endorsement will be shown below or on the"schedule of coverages".) Orange County Project Location: 200 South Cameron Street 2551 Homestead Road,Chapel Hill,NC 27561 PO Box 8181 Orange County Southern Expansion Phase 1 -Seymour Center Hillsborough,NC 27278 Renovation and Addition Notwithstanding the preprinted cancellation provisions on this form, coverages afforded under the policy will not be cancelled, reduced in amount nor will any coverages be eliminated until at least thirty(30)days after mailing written notice, by certified mail;, return receipt requested,to the insured, and the owner, of such alteration or cancellation Muter Construction LLC Hanover Insurance Company Policy No.IH6A09690205 Policy Term 09/03/2018 to 09/03/2019 B IM 7851 04 04 Copyright,American Association of Insurance Services,Inc.,2004 DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC 7Te jol� nsur9mce TOM THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE Policy Change Number 1 POLICY CHANGE POLICY NUMBER TERM POLICY EFFECTIVE DATE EFFECTIVE DATE YR(S) FROM TO 02/01/2019 11-16A09690205 09/03/2018 09/30/2019 l NAMED INSURED AUTHORIZED REPRESENTATIVE MUTER CONSTRUCTION LLC MCGRIFF INS SERVICES,INC. 100 N.ARENDELL AVENUE 4309 EMPEROR BLVD STE 300 ZEUBLON NC 27597 DURHAM,NC 27703 AGENCY CODE 1902056 COVERAGE PART AFFECTED ® Commercial Inland Marine Coverage Part ❑ Commercial Property Coverage Part ❑ Boiler and Machinery Coverage Part ❑ Commercial General Liability Coverage Part ❑ Commercial Auto Coverage Part ❑ Commercial Crime Coverage Part ❑ ❑ 1 ❑ CHANGES ALTERATION OF CANCELLATION ENDORSEMENT FORM IM7851 04 04(B)IS ADDED TO THE POLICY PER ATTACHED. I OLD POLICY PREMIUM NEW POLICY PREMIUM PREMIUM DUE* $0 1 HANOCASH APPLICABLE YES❑ NO 10 'Parentheses indicate a return premium Countersigned 8y _ �+ _ � ��, 1 l Authorized Representative Slgnat 401-0031 Electronic Record and Signature Disclosure created on:6/21/2019 2:52:43 PM Parties agreed to:Beth Muter,Alisa Cornetto,Paul Laughton,Bonnie Hammersley,Beth Muter ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Orange County NC (we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. 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To withdraw your consent with Orange County NC To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by MICHAEL BOND,Vice President, in pursuance of authority granted by Article V, Section 8,of the By-Laws of said Companies,which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute,and appoint Raymond J.GARRUTO,Debra S.RITTER,Martin D.PALLAZZA,Brad W.GIBSON,Angela M.YOUNT, Jenny SNELL,H.Thomas DAWKINS, Robert C. TRESHER and Wendy E. LAHM,all of Charlotte,North Carolina, EACH its true and lawful agent and Attorney-in-Fact,to make, execute,seal and deliver,for,and on its behalf as surety,and as its act and deed:any and all bonds and undertakings,and the execution of such bonds or undertakings in pursuance of these presents,shall be as binding upon said Companies,as fully and amply,to all intents and purposes,as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York,New York.,the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland„ in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF,the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 15th day of January,A.D.2018. ATTEST: ZIIRICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND Y BEAI+ C Assistant Secrefaq Vice President Dawn E.Brown Michael Bond State of Maryland County of Baltimore On this 15th day of January,A.D.2018,before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,MICHAEL BOND, Vice President, and DAWN E. BROWN,Assistant Secretary, of the Companies, to me personally known to be the individuals and officers descrihed in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly sworn,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEttCOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. 116 ups Constance A.Dunn,Notary Public My Commission Expires:Judy 9,2019 POA-F 177-0134B DocuSign Envelope ID: 12DCC4E1-4D61-4DOE-A2A2-7C6E689613AC EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognivances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-Fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELfCY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section 8,of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Sea]of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as thougf manually affixed. STTMO WIIF.REOF,I have unto subscribed my name and affixed the corporate seals of the said Companies, l his iday`of 20 . i + '*0 o[rcyr �l,�Q`4jNiH5�Ul�nvy_. U`5�4yY + p y '�.. ,n► v u taea z REAL David McVicker,Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT ALL REQUIRED INFORMATION TO; Zurich American Insurance Co. Attn: Surety CIaims 1299 Zurich Way Schaumburg,IL 60196-1056 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to singersoll@orangecountync.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. 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