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2020-684-E AMS-ECS Southeast asbestos testing Court Street Annex
DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B [Departmental Use Only] TITLE ACM Testing CSA FY 2020-2021 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina, (the "County"), and ECS Southeast,LLP(the "Provider"). WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Provide asbestos assessment within the interior portions of the second floor of the Court Street Annex building per ECS Southeast, LLP proposal Number 49:21416P dated November 19,2020 The term of this agreement rendered shall be from December 8, 2020 to February 28, 2021. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Two Thousand One Hundred Fifty Dollars, ($2,150.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may,without fault or penalty,withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 07/20 1 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-920F1816167B Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg counter og v/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either parry initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, Revised 07/20 2 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys' fees. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. IN WITNESS WHEREOF,this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIDER o«usiauea ey: Lmuea>y: 12/8/2020 12/4/2020 By. hwa Qy" By: SeFE r,PG Department Director Title: Vice President 200 S. Cameron St. ECS Southeast, LLP P.O. Box 8181 4811 Koger Blvd Hillsborough,NC 27278 Greensboro,NC 27407 Revised 07/20 3 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: ECS Southeast, LLP Party/Vendor Contact Person: Tina Stewart Contact Phone: 336.856.7150 Party/Vendor Address: 4811 Koger Blvd City Greensboro State: NC Zip: 27407 Department: AMS Amount: $2,150.00 Purpose: Court Street Annex-Asbestos Assessment for 2°d Floor Budget Code(s): 61370035-880000-10004 Vendor#46914 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New® Renewal ❑ Amendment ❑ Effective Date 12/8/2020 Approved by Board Yes❑No® Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director's Signature l'&W,RnIA Date: 12/4/2020 zeexeeeei�aw_. Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards, specifications,and requirements: —Sig—by: Office of the Risk Management OfficeCAE Date:12/4/2020 ]FDDF91]SB0peS8... Financial Services DS This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: P( D Sig—by: Office of the Chief Financial Officer1 0 Date: 12/8/2020 Legal Services This agreement is approved as to legal form and sufficiency: D SISDetl Dy: Office of the County Attorney��° 'w Date:12/8/2020 9VSF�CDDFDBBEFp.. Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 4 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B ECS Southeast, LLP Proposal for Asbestos Assessment Orange County Court Street Annex Building 109 Court Street, Hillsborough, North Carolina For: Orange County Asset Management Services 300 West Tryon Street, Bldg B, 3rd Floor Office 10, Hillsborough, North Carolina ECS Proposal Number 49:21416P November 19, 2020 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B Er�me�. ECS Southeast, LLP "Setting the Standard for Service" Geotechnical • Construction Materials • Environmental • Facilities November 19, 2020 Ms.Angel Barnes Capital Projects Manager Orange County Asset Management Services 300 West Tryon Street Bldg B, 3rd Floor Office 10 Hillsborough, North Carolina 27278 ECS Proposal No. 49:21416P Reference: Proposal for Asbestos Assessment, Orange County Court Street Annex Building, 109 Court Street, Hillsborough, North Carolina Dear Ms. Barnes: ECS Southeast, LLP (ECS) is pleased to provide Orange County Asset Management Services with this proposal for performing a Asbestos Assessment for the Orange County Court Street Annex Building. Our proposal contains a summary of relevant information as we understand it, a project schedule, and the estimated fees for completion of the proposed services. We understand the property is located at 109 Court Street in Hillsborough, North Carolina. Based on the information available, a property description is noted within the attached proposal along with a description of our scope of services. We appreciate the opportunity to be of service to you on this important project. If you have any questions or comments concerning this proposal, or would like adjustments to our proposed scope of services or schedule, please do not hesitate to contact us. ECS Southeast, LLP 4Z d41AL* Tyler Watkins Tina Stewart, REM Assistant Staff Project Manager Environmental Principal twatkins1 @ecslimited.com tstewart@ecslimited.com 336-856-7150 336-314-7074 4811 Koger Blvd, Greensboro, NC 27407 •T:336-856-7150 • F: • ecslimited.com DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B . ,- .. • - - ci—> >uutneast, LLP Management Services PROJECT INFORMATION AND SCOPE OF SERVICES Project Description We understand the property consists of the Orange County Court Street Annex Building located at 109 Court Street in Hillsborough, Orange County, North Carolina. Based on the information available, approximately 4,200 square feet of space is slated for renovation on the interior of the second floor of the building. Purpose and Project Background The purpose of this Asbestos Assessment is to evaluate if asbestos-containing materials (ACMs) may be present within the interior portions of the second floor of the building to be renovated. SCOPE OF SERVICES Based on our understanding of the subject property and plans for future activities, ECS has prepared the following Scope of Services. Asbestos-Containing Materials The U.S. EPA National Emissions Standard for Hazardous Air Pollutants (NESHAP) requires an asbestos assessment prior to renovation or demolition activities. Renovation or demolition is defined under NESHAP as the removal of a load-bearing structure or member. On the basis of requirements under NESHAP and the North Carolina Asbestos Hazard Management Program (AHMP), administered by the Health Hazards Control Unit (HHCU), ECS will conduct a limited assessment for potential asbestos-containing materials (ACMs) for renovation and/or demolition activities. The asbestos assessment is limited in that ECS will not conduct demolition such as jack/sledge hammering or cutting through walls, ceilings, floors, or structural members to expose potentially concealed materials. The tasks associated with the proposed asbestos assessment are: 1. ECS will begin by interviewing the site contacts to learn available information regarding the past history of the site, including ages of materials, past renovations, maintenance, etc. (Copies of "as-built" construction plans, or previous asbestos reports, if available should be provided for review prior to the assessment.). 2. ECS will set up a date with the site access personnel to perform the assessment. Once the date is solidified, the Owner(s)will grant ECS unrestricted access to the property. 3. ECS will enter the building and begin identifying the homogenous areas. Homogeneous areas are defined as sections of building materials appearing to have been installed in the same general time period and are of uniform color, texture, and size. Once homogeneous areas are identified, samples of the materials suspected to contain asbestos will be collected in general accordance with US EPA Page 1 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B •r- - k-41 It I I LJ - -L r-,-.-) wuuleaSt, LLP Management Services Asbestos Hazard Emergency Response Act(AHERA), NESHAP,and State of North Carolina regulations. Specifically, samples will be collected from random locations of each homogeneous area.The number of samples collected from each homogeneous area will vary by material type. 4. The number of samples collected will be determined using the following criteria: • Thermal Insulation Materials (piping, breeching, boiler insulation, etc.)-A minimum of three (3) samples will be collected with the exception of one(1)sample being collected from patch areas that are less than 6 square or linear feet in size. • Surfacing Materials (plaster, fireproofing, etc.) - A minimum of seven (7) samples will be collected for areas greater than 5,000 square feet;five(5)samples collected for areas greater than 1,000 square feet, but less than 5,000 square feet; and three (3) samples collected for areas less than 1,000 square feet. • Miscellaneous Materials(flooring, adhesives, roofing,wallboard, etc.)-A minimum of two(2) samples are required. 5. Samples collected from the second floor of the building will be delivered to a laboratory that has been accredited by the National Voluntary Laboratory Accreditation Program (NVLAP) for testing by polarized light microscopy(PLM). Chain of custody forms will be maintained with the samples. 6. The assessment will not include destructive measures to look in chases, above fixed ceilings, behind permanent or attached fixtures, behind walls, etc. Materials located below carpeting corners, behind removable exterior siding and behind removable fixtures will be sampled if accessible during the time of the assessment. Suspect materials observed in inaccessible areas will have to be assumed positive or be evaluated at the time of discovery. 7. If one sample of a material from a homogeneous area is reported to contain greater than 1% asbestos, then by EPA definition,the material is characterized as an ACM. 8. An asbestos assessment report will be provided at the completion of our work. This report will include a description of the background information provided, assessment and laboratory procedures, results obtained and a discussion presenting our evaluation and recommendations, should ACMs be identified. The non-invasive assessment will target accessible interior portions of the second floor of the subject building. The assessment at this time does not include the exterior of the structure or destructive testing that may require access within wall, ceiling, or floor cavities to access hidden materials. ECS will rely on Orange County Asset Management Services to provide access to the subject building(s). While this assessment will generally be non-destructive, the nature of an ACM assessment requires limited destructive means to collect bulk samples (approximately one square inch in size) of suspect ACMs. ECS will attempt to perform bulk sampling in discrete areas. Patching of or repair to sample locations will not be performed by ECS. During the assessment, attempts will be made to sample suspect ACMs in readily accessible areas. However, due to the nature of an asbestos assessment and the inability and impracticality of accessing some hidden locations, some areas/materials may Page 2 E mg DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B . ,- .. • - - ci—> >vutneast, LLP Management Services still be deemed inaccessible and/or not assessed. Reasonable assumptions regarding the presence of suspect ACMs located within inaccessible areas will be made as necessary. Areas which require a ladder taller than a six foot step ladder or 12 foot extension ladder may be deemed inaccessible. The asbestos assessment will be conducted by an inspector who has received US EPA accredited training and is licensed by North Carolina to identify and sample suspect ACMs in general accordance with AHERA Regulations(40 Code of Federal Regulation (CFR)763 Subpart E)and Occupational Safety and Health Administration (OSHA) Standard 29 CFR 1926.1101 Inspection Protocol. The assessment includes the collection of bulk samples of friable (easily crumbled under hand pressure) and non-friable materials suspected as containing asbestos for laboratory testing. Multiple samples of thermal system and surfacing materials (e.g., pipe insulation, wall plaster, fireproofing, textured coatings, etc.) may be required based on EPA and OSHA regulations. At the discretion of the ECS inspector, samples may be analyzed using "Positive Stop" methodology. This methodology states if one sample of a homogeneous material is found to contain asbestos, the remaining samples of that material are not analyzed. EPA regulations stipulate that if one sample contains asbestos, the entire quantity of that material contains asbestos, regardless of additional analysis. OUT OF SCOPE OBSERVATIONS If during the performance of our Scope of Services additional environmental issues are observed which are beyond the Scope of Services outlined within this proposal, ECS may contact Orange County Asset Management Services to discuss the relevance and significance of the observation in order to determine if the observation requires additional assessment, inclusion in our final report, or a modification to our Scope of Services and fee. SAFETY ECS personnel are responsible for their own personal safety. While on site, if ECS personnel deem a condition is unsafe and the performance of our Scope of Services cannot be completed, you will be notified of the unsafe condition. ECS personnel will not proceed further with the Scope of services in that area until the unsafe condition is corrected. REPORTS AND MEETINGS ECS will prepare one asbestos assessment report for the subject property. A copy of the report will be forwarded electronically upon completion of the project and will include a project background, sampling methodologies, laboratory results, photographs and our conclusions. Hard copies of the report can be provided at cost. Meetings requested by Orange County Asset Management Services (both on site and at ECS's office beyond the Scope of Services outlined above) will be invoiced on a time and materials basis. Page 3 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B •r- - k-41 It I I LJ - -L r-,-.-) 3UULneaSt, LLP Management Services PROJECT FEES AND SCHEDULE Project Fees The estimated fee to perform the proposed tasks is provided on Table 1. Our estimate is based on experience with similar projects. ECS performs consulting services on a unit rate basis. This estimate is based on our best estimate of the time required to complete the task. Any additional time and/or laboratory testing above the costs estimated in Table 1 will be billed in accordance with our standard unit rates. Submitted charges for work are based on the number of units of work actually performed. If unusual conditions are encountered that could affect the performance of the project, we would notify you immediately, so that appropriate changes could be made to the Scope of Services and the fee estimate adjusted accordingly, if necessary. It should be noted that meetings and consultation provided at the request of the client, and beyond the scope of this proposal, will be billed in accordance with ECS's standard fee schedule. Table 1 -Total Estimated Fees No. of Task/Item Unit Rate Units Fee Field Work(includes travel time, labor, and Lump Sum 1 $1,000.00 mileage) Report and Project Management Lump Sum 1 $550.00 FILM Sample Analysis, (estimate up to 50 sample $12/sample 50 $600.00 layers) layer Total Estimated Fee: $2,150.00 Project Schedule The fieldwork will be coordinated th you and II take approximately one day to complete. Laboratory analysis will take approximately three days to complete. Laboratory turnaround time begins when samples are received and logged in by the laboratory. The report will be issued within one week of receipt of the final laboratory report. If areas of the property cannot be observed due to inaccessibility or unsafe conditions beyond the control of ECS, ECS will wait until such time either that the area is accessible or the unsafe conditions are corrected. If ECS must make an additional visit to the site, a change order will be provided for our additional fees. If other items are required because of unexpected field conditions encountered in our fieldwork, or because of a request for additional services, they would be invoiced in accordance with our current Fee Schedule. Before modifying or expanding our scope of services, you would be informed of our intentions for both your review and authorization. Page 4 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B VIdlir,C .. • - - rl—a wuvoeast, LLP Management , . An escort is requested, for the time that we are present on the site, for entrance to interior portions of the building. LIMITATIONS Conclusions and recommendations pertaining to environmental conditions at the subject site are limited to the conditions observed and the materials sampled at the time this study will be undertaken.The survey is not intended to represent an exhaustive research of every potential hazard or condition that may exist, nor does it claim to represent conditions or events that arise after the survey.The sampling results only represent the locations at the time and day of collection. Page 5 i DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B . - .. • - - c-> auutneast, LLP PROPOSAL ACCEPTANCE Please complete the following Proposal Acceptance form and return one copy of this proposal to ECS to indicate acceptance of this proposal and to initiate work on the above-referenced project. The Client's below signature indicates that he/she has read or has had the opportunity to read the accompanying Terms and Conditions of Service and agrees to be bound by such Terms and Conditions of Service. PROPOSAL INFORMATION ECS Proposal Number 49:21416P Scope of Services Asbestos Assessment Location Orange County Court Street Annex Building- 109 Court Street, Hillsborough, North Carolina CLIENT INFORMATION Signature -Authorized Representative for Entity Responsible for Payment Print or Type Name of Client and Company Date of Execution Proposal Addressee - Name Angel Barnes Proposal Addressee - Company ange County Asset Management Services INVOICE INFORMATION: Please Print or Type Below if Invoice Addressee Different Than Proposal Addressee or Special Invoicing Instructions Invoice Addressee- Name Invoice Addressee-Company Invoice Addressee-Street Address 1 Invoice Addressee-Street Address 2 Invoice Addressee-City, State, Zip Code Invoice Addressee- Email Invoice Addressee- Phone Number Client Project/Account/PO Number Pay Application Required? (Y/N) Page 6 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B . ,- .. • - - ci—> >vutneast, LLP Management Services TERMS AND CONDITIONS Attached to this proposal and an integral part of our proposal, are our "Terms and Conditions of Service".These terms and conditions represent the current recommendations of the Geoprofessional Business Association (GBA), the Consulting Engineers' Council, and the Geotechnical Division of the American Society of Civil Engineers. Our insurance carrier requires that we have a signed contract prior to the release of any information. This letter is the agreement for our services.Your acceptance of this proposal should be indicated by signing and returning the enclosed Proposal Acceptance form to us. Page 7 DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B . tm.-AMOIN Is I WMAILIWIG! c1_> wutnedSt, LLP - • Terms and Conditions of Service The professional services(the"Services")to be provided by ECS Southeast,LLP["ECS"]pursuant to 7.3 ECS will take reasonable precautions to limit damage to the Site and its improvements the Proposal shall be provided in accordance with these Terms and Conditions of Service('Terms"), during the performance of its Services. CLIENT understands that the use of exploration,boring, including any addenda as may be incorporated or referenced in writing shall form the Agreement sampling,or testing equipment may cause damage to the Site. The correction and restoration of between ECS and Orange County Asset Management Services(Client). such common damage is CLIENT'S responsibility unless specifically included in ECS'Proposal. 1.0 INDEPENDENT CONSULTANT STATUS-ECS shall serve as an independent professional 7.4 CLIENT agrees that it will not bring any claims for liability or for injury or loss against consultant to CLIENT for Services on the Project and shall have control over,and responsibility for, ECS arising from (i)procedures associated with the exploration, sampling or testing activities the means and methods for providing the Services identified in the Proposal,including the retention at the Site,(ii)discovery of Hazardous Materials or suspected Hazardous Materials,or(III)ECS' of Subcontractors and Subconsultants findings,conclusions,opinions,recommendations,plans,and/or specifications related to discovery 2.0 SCOPE OF SERVICES-It is understood that the fees,reimbursable expenses and time of contamination. schedule defined in the Proposal are based on information provided by CLIENT and/or CLIENT'S, 8.0 UNDERGROUND UTILITIES agents,contractors and consultants("Contractors"). CLIENT acknowledges that if this information 8.1 ECS shall exercise the Standard of Care in evaluating client-furnished information as well as is not current,is incomplete or inaccurate,if conditions are discovered that could not be reasonably information readily and customarily available from public utility locating services(the"Underground foreseen,or if CLIENT orders additional services,the scope of services will change,even while the Utility Information")in its effort to identify underground utilities.The extent of such evaluations Services are in progress. shall be at ECS'sole discretion. 3.0 STANDARD OF CARE 8.2 CLIENT recognizes that the Underground Utility Information provided to or obtained by ECS 3.1 In fulfilling its obligations and responsibilities enumerated in the Proposal,ECS shall may contain errors or be incomplete.CLIENT understands that ECS may be unable to identify the be expected to comply with and its performance evaluated in light of the standard of care locations of all subsurface utility lines and man-made features. expected of professionals in the industry performing similar services on projects of like size 8.3 CLIENT waives,releases,and discharges ECS from and against any claim for damage,injury and complexity at that time in the region(the"Standard of Care").Nothing contained in the or loss allegedly arising from or related to subterranean structures(pipes,tanks,cables,or other Proposal,the agreed-upon scope of Services,these Terms or any ECS report,opinion,plan utilities,etc.)which are not called to ECS'attention in writing by CLIENT,not correctly shown on or other document prepared by ECS shall constitute a warranty or guarantee of any nature the Underground Utility Information and/or not properly marked or located by the utility owners, whatsoever. governmental or quasi-governmental locators,or private utility locating services as a result of ECS' 3.2 CLIENT understands and agrees that ECS will rely on the facts learned from data gathered or ECS'Subconsultant's request for utility marking services made in accordance with local industry during performance of Services as well as those facts provided by the CLIENT and/or CLIENT'S standards. contractors and consultants. CLIENT acknowledges that such data collection is limited to specific 9.0 SAMPLES areas that are sampled,bored,tested,observed and/or evaluated. Consequently,CLIENT waives 9.1 Soil,rock,water,building materials and/or other samples and sampling by-products obtained any and all claims based upon erroneous facts provided by the CLIENT,facts subsequently learned from the Site are and remain the property of CLIENT. Unless other arrangements are requested or regarding conditions in areas not specifically sampled,bored,tested,observed or evaluated by by CLIENT and mutually agreed upon by ECS in writing,ECS will retain samples not consumed ECS. in laboratory testing for up to sixty(60)calendar days after the first issuance of any document 3.3 If a situation arises that causes ECS to believe compliance with CLIENT'S directives would be containing data obtained from such samples.Samples consumed by laboratory testing procedures contrary to sound engineering practices,would violate applicable laws,regulations or codes,or will will not be stored. expose ECS to legal claims or charges,ECS shall so advise CLIENT. If ECS'professional judgment 9.2 Unless CLIENT directs otherwise,and excluding those issues covered in Section 10.0,CLIENT is rejected,ECS shall have the right to terminate its Services in accordance with the provisions of authorizes ECS to dispose of CLIENT'S non-hazardous samples and sampling or testing by-products Section 25.0,below. in accordance with applicable laws and regulations. 3.4 If CLIENT decides to disregard ECS' recommendations with respect to complying with 10.0 ENVIRONMENTAL RISKS applicable laws or regulations,ECS shall determine if applicable law requires ECS to notify the 10.1 When Hazardous Materials are known,assumed,suspected to exist,or discovered at the Site, appropriate public officials. CLIENT agrees that such determinations are ECS'sole right to make. ECS will endeavor to protect its employees and address public health,safety,and environmental 4.0 CLIENT DISCLOSURES issues in accordance with the Standard of Care. CLIENT agrees to compensate ECS for such efforts. 4.1 Where the Services requires ECS to penetrate a surface,CLIENT shall furnish and/or shall 10.2 When Hazardous Materials are known,assumed,or suspected to exist,or discovered at the direct CLIENT'S or CLIENT'S Contractors to furnish ECS information identifying the type and location Site,ECS and/or ECS'subcontractors will exercise the Standard of Care in containerizing and labeling of utility lines and other man-made objects known,suspected,or assumed to be located beneath such Hazardous Materials in accordance with applicable laws and regulations,and will leave the or behind the Site's surface. ECS shall be entitled to rely on such information for completeness and containers on Site. CLIENT is responsible for the retrieval,removal,transport and disposal of such accuracy without further investigation,analysis,or evaluation. contaminated samples,and sampling process byproducts in accordance with applicable law and 4.2 "Hazardous Materials"shall include but not be limited to any substance that poses or may regulation. pose a present or potential hazard to human health or the environment whether contained in a 10.3 Unless explicitly stated in the Scope of Services,ECS will neither subcontract for nor arrange product,material,by-product,waste,or sample,and whether it exists in a solid,liquid,semi-solid for the transport,disposal,or treatment of Hazardous Materials. At CLIENT'S written request,ECS or gaseous form. CLIENT shall notify ECS of any known, assumed, or suspected regulated, may assist CLIENT in identifying appropriate alternatives for transport,off-site treatment,storage, contaminated,or other similar Hazardous Materials that may exist at the Site prior to ECS mobilizing or disposal of such substances,but CLIENT shall be solely responsible for the final selection of to the Site. methods and firms to provide such services. CLIENT shall sign all manifests for the disposal of 4.3 If any Hazardous Materials are discovered,or are reasonably suspected by ECS after its substances affected by contaminants and shall otherwise exercise prudence in arranging for lawful Services begin,ECS shall be entitled to amend the scope of Services and adjust its fees or fee disposal. schedule to reflect any additional work or personal protective equipment and/or safety precautions 10.4 In those instances where ECS is expressly retained by CLIENT to assist CLIENT in the disposal required by the existence of such Hazardous Materials. of Hazardous Materials,samples,or wastes as part of the Proposal,ECS shall do so only as CLIENT'S 5.0 INFORMATION PROVIDED BY OTHERS-CLIENT waives,releases and discharges ECS agent(notwithstanding any other provision of this Agreement to the contrary). ECS will not assume from and against any claim for damage,injury or loss allegedly arising out of or in connection with the role of,nor be considered a generator,storer,transporter,or disposer of Hazardous Materials. errors,omissions,or inaccuracies in documents and other information in any form provided to ECS 10.5 Subsurface sampling may result in unavoidable cross-contamination of certain subsurface by CLIENT or CLIENT's Contractors,including such information that becomes incorporated into ECS areas,as when a probe or excavation/boring device moves through a contaminated zone and documents. links it to an aquifer, underground stream, pervious soil stratum,or other hydrous body not 6.0 CONCEALED RISKS-CLIENT acknowledges that special risks are inherent in sampling,testing previously contaminated,or connects an uncontaminated zone with a contaminated zone. Because and/or evaluating concealed conditions that are hidden from view and/or neither readably sampling is an essential element of the Services indicated herein,CLIENT agrees this risk cannot apparent nor easily accessible,e.g.,subsurface conditions,conditions behind a wall,beneath a floor, be eliminated. Provided such services were performed in accordance with the Standard of Care, or above a ceiling.Such circumstances require that certain assumptions be made regarding existing CLIENT waives,releases and discharges ECS from and against any claim for damage,injury,or loss conditions,which may not be verifiable without expending additional sums of money or destroying allegedly arising from or related to such cross-contamination. otherwise adequate or serviceable portions of a building or component thereof.Accordingly,ECS 10.6 CLIENT understands that a Phase I Environmental Site Assessment(ESA)is conducted solely shall not be responsible for the verification of such conditions unless verification can be made by to permit ECS to render a professional opinion about the likelihood of the site having a Recognized simple visual observation.CLIENT agrees to bear any and all costs,losses,damages and expenses Environmental Condition on,in,beneath,or near the Site at the time the Services are conducted. (including,but not limited to,the cost of ECS'additional services)in any way arising from or in No matter how thorough a Phase I ESA study may be,findings derived from its conduct are highly connection with the existence or discovery of such concealed or unknown conditions. limited and ECS cannot know or state for an absolute fact that the Site is unaffected or adversely 7.0 RIGHT OF ENTRY/DAMAGE RESULTING FROM SERVICES affected by one or more Recognized Environmental Conditions. CLIENT represents and warrants 7.1 CLIENT warrants that it possesses the authority to grant ECS right of entry to the site for that it understands the limitations associated with Phase I ESAs. the performance of Services. CLIENT hereby grants ECS and its agents,subcontractors and/or 11.0 OWNERSHIP OF DOCUMENTS subconsultants("Subconsultants"),the right to enter from time to time onto the property in order 11.1 ECS shall be deemed the author and owner(or licensee)of all documents,technical reports, for ECS to perform its Services. CLIENT agrees to indemnify and hold ECS and its Subconsultants letters,photos,boring logs,field data,field notes,laboratory test data,calculations,designs,plans, harmless from any claims arising from allegations that ECS trespassed or lacked authority to access specifications, reports, or similar documents and estimates of any kind furnished by it [the the Site. "Documents of Service']and shall retain all common law,statutory and other reserved rights, 7.2 CLIENT warrants that it possesses all necessary permits,licenses and/or utility clearances for including copyrights. CLIENT shall have a limited, non-exclusive license to use copies of the the Services to be provided by ECS except where ECS'Proposal explicitly states that ECS will obtain Documents of Service provided to it in connection with its Project for which the Documents of such permits,licenses,and/or utility clearances. Service are provided until the completion of the Project. Page 8 E�c DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B . - .9 • - -L cl-> aiumnedSt, LLP Management , . Terms and Conditions of Service 11.2 ECS'Services are performed and Documents of Service are provided for the CLIENT'S sole 15.4 CLIENT recognizes that time is of the essence with respect to payment of ECS'invoices, use. CLIENT understands and agrees that any use of the Documents of Service by anyone other and that timely payment is a material consideration for this Agreement. All payment shall be in than the CLIENT and its Contractors is not permitted. CLIENT further agrees to indemnify and U.S.funds drawn upon U.S.banks and in accordance with the rates and charges set forth in the hold ECS harmless for any errors,omissions or damage resulting from its contractors'use of ECS' professional Fees. Invoices are due and payable upon receipt. Documents of Service. 15.5 If CLIENT disputes all or part of an invoice,CLIENT shall provide ECS with written notice 11.3 Without ECS'prior written consent,CLIENT agrees to not use ECS'Documents of Service stating in detail the facts of the dispute within fifteen(15)calendar days of the invoice date. CLIENT for the Project if the Project is subsequently modified in scope,structure or purpose. Any reuse agrees to pay the undisputed amount of such invoice promptly. without ECS'written consent shall be at CLIENT'S sole risk and without liability to ECS or its 15.6 ECS reserves the right to charge CLIENT an additional charge of one-and-one-half(1.5) Subconsultants. CLIENT agrees to indemnify and hold ECS harmless for any errors,omissions percent(or the maximum percentage allowed by Law,whichever is lower)of the invoiced amount or Damage resulting from its use of ECS'Documents of Service after any modification in scope, per month for any payment received by ECS more than thirty(30)calendar days from the date of structure or purpose. the invoice,excepting any portion of the invoiced amount in dispute. All payments will be applied 11.4 CLIENT agrees to not make any modification to the Documents of Service without the prior to accrued interest first and then to the unpaid principal amount. Payment of invoices shall not be written authorization of ECS.To the fullest extent permitted by law,CLIENT agrees to indemnify, subject to unilateral discounting or set-offs by CLIENT. defend,and hold ECS harmless from any damage,loss,claim,liability or cost(including reasonable 15.7 CLIENT agrees that its obligation to pay for the Services is not contingent upon CLIENT'S attorneys' fees and defense costs) arising out of or in connection with any unauthorized ability to obtain financing,zoning,approval of governmental or regulatory agencies,permits,final modification of the Documents of Service by CLIENT or any person or entity that acquires or adjudication of a lawsuit,CLIENT'S successful completion of the Project,settlement of a real estate obtains the Documents of Service from or through CLIENT. CLIENT represents and warrants that transaction,receipt of payment from CLIENT's client,or any other event unrelated to ECS provision the Documents of Service shall be used only as submitted by ECS. of Services. Retainage shall not be withheld from any payment,nor shall any deduction be made 12.0 SAFETY from any invoice on account of penalty,liquidated damages,or other sums incurred by CLIENT. It is 12.1 Unless expressly agreed to in writing in its Proposal,CLIENT agrees that ECS shall have no agreed that all costs and legal fees including actual attorney's fees,and expenses incurred by ECS in responsibility whatsoever for any aspect of site safety other than for its own employees.Nothing obtaining payment under this Agreement,in perfecting or obtaining a lien,recovery under a bond, herein shall be construed to relieve CLIENT and/or its Contractors from their responsibility for site collecting any delinquent amounts due,or executing judgments,shall be reimbursed by CLIENT. safety. CLIENT also represents and warrants that the General Contractor is solely responsible for 15.8 Unless CLIENT has provided notice to ECS in accordance with Section 16.0 of these Terms, Project site safety and that ECS personnel may rely on the safety measures provided by the General payment of any invoice by the CLIENT shall mean that the CLIENT is satisfied with ECS'Services and Contractor. is not aware of any defects in those Services. 12.2 In the event ECS assumes in writing limited responsibility for specified safety issues,the 16.0 DEFECTS IN SERVICE acceptance of such responsibilities does not and shall not be deemed an acceptance of 16.1 CLIENT and CLIENT's Contractors shall promptly inform ECS during active work on any project responsibility for any other non-specified safety issues,including,but not limited to those relating of any actual or suspected defects in the Services so to permit ECS to take such prompt,effective to excavating,fall protection,shoring,drilling,backfilling,blasting,or other construction activities. remedial measures that in ECS'opinion will reduce or eliminate the consequences of any such 13.0 CONSTRUCTION TESTING AND REMEDIATION SERVICES defective Services. The correction of defects attributable to ECS'failure to perform in accordance 13.1 CLIENT understands that construction testing and observation services are provided in an with the Standard of Care shall be provided at no cost to CLIENT. However,ECS shall not be effort to reduce,but cannot eliminate,the risk of problems arising during or after construction responsible for the correction of any deficiency attributable to client-furnished information,the or remediation. CLIENT agrees that the provision of such Services does not create a warranty or errors,omissions,defective materials,or improper installation of materials by CLIENT's personnel, guarantee of any type. consultants or contractors,or work not observed by ECS.CLIENT shall compensate ECS for the costs 13.2 Monitoring and/or testing services provided by ECS shall not in any way relieve the CLIENT'S of correcting such defects. contractor(s) from their responsibilities and obligations for the quality or completeness of 16.2 Modifications to reports,documents and plans required as a result of jurisdictional reviews construction as well as their obligation to comply with applicable laws,codes,and regulations. or CLIENT requests shall not be considered to be defects. CLIENT shall compensate ECS for the 13.3 ECS has no responsibility whatsoever for the means,methods,techniques,sequencing or provision of such Services. procedures of construction selected,for safety precautions and programs incidental to work or 17.0 INSURANCE-ECS represents that it and its subcontractors and Subconsultants maintain services provided by any contractor or other consultant.ECS does not and shall not have or accept workers compensation insurance,and that ECS is covered by general liability,automobile and authority to supervise,direct,control,or stop the work of any of CLIENT'S Contractors or any of their professional liability insurance policies in coverage amounts it deems reasonable and adequate. subcontractors. ECS shall furnish certificates of insurance upon request.The CLIENT is responsible for requesting 13.4 ECS strongly recommends that CLIENT retain ECS to provide construction monitoring and specific inclusions or limits of coverage that are not present in ECS insurance package. The cost of testing services on a full time basis to lower the risk of defective or incomplete work being installed such inclusions or coverage increases,if available,will be at the expense of the CLIENT. by CLIENT'S Contractors. If CLIENT elects to retain ECS on a part-time or on-call basis for any aspect 18.0 LIMITATION OF LIABILITY of construction monitoring and/or testing,CLIENT accepts the risk that a lower level of construction 18.1 CLIENT agrees to allocate certain risks associated with the Project by limiting ECS'total quality may occur and that defective or incomplete work may result and not be detected by ECS' liability to CLIENT arising from ECS'professional liability,i.e.professional acts,errors,or part time monitoring and testing in exchange for CLIENT'S receipt of an immediate cost savings. omissions and for any and all causes including negligence,strict liability,breach of contract, Unless the CLIENT can show that ECS'errors or omissions are contained in ECS'reports,CLIENT or breach of warranty, injuries, damages, claims, losses, expenses, or claim expenses waives, releases and discharges ECS from and against any other claims for errors,omissions, (including reasonable attorney's fees)relating to professional services provided under this damages,injuries,or lass alleged to arise from defective or incomplete work that was monitored agreement to the fullest extent permitted by law.The allocation is as follows. or tested by ECS on a part-time or on-call basis. Except as set forth in the preceding sentence, 18.1.1 If the proposed fees are$10,000 or less,ECS'total aggregate liability to CLIENT shall not CLIENT agrees to indemnify and hold ECS harmless from all Damages,costs,and attorneys'fees,for exceed$20,000,or the total fee received for the services rendered,whichever is greater. any claims alleging errors,omissions,damage,injury or loss allegedly resulting from work that was 18.1.2 If the proposed fees are in excess of$10,000,ECS'total aggregate liability to CLIENT shall not monitored or tested by ECS on a part-time or on-call basis. exceed$50,000,or the total fee for the services rendered,whichever is greater. 14.0 CERTIFICATIONS-CLIENT may request,or governing jurisdictions may require,ECS to 18.2 CLIENT agrees that ECS shall not be responsible for any injury,loss or damage of any nature, provide a"certification"regarding the Services provided by ECS. Any"certification"required of including bodily injury and property damage,arising directly or indirectly,in whole or in part, ECS by the CLIENT or jurisdiction(s)having authority over some or all aspects of the Project shall from acts or omissions by the CLIENT,its employees,agents,staff,consultants,contractors,or consist of ECS'inferences and professional opinions based on the limited sampling,observations, subcontractors to the extent such injury,damage,or loss is caused by acts or omissions of CLIENT, tests,and/or analyses performed by ECS at discrete locations and times. Such"certifications"shall its employees,agents,staff,consultants,contractors,subcontractors or person/entities for whom constitute ECS'professional opinion of a condition's existence,but ECS does not guarantee that CLIENT is legally liable. such condition exists,nor does it relieve other parties of the responsibilities or obligations such 18.3 CLIENT agrees that ECS'liability for all non-professional liability arising out of this Agreement parties have with respect to the possible existence of such a condition. CLIENT agrees it cannot or the services provided as a result of the Proposal be limited to$500,000. make the resolution of any dispute with ECS or payment of any amount due to ECS contingent upon 19.0 INDEMNIFICATION ECS signing any such"certification." 19.1 Subject to Section 18.0,ECS agrees to hold harmless and indemnify CLIENT from and against 15.0 BILLINGS AND PAYMENTS damages arising from ECS'negligent performance of its Services,but only to the extent that such 15.1 Billings will be based on the unit rates,plus travel costs,and other reimbursable expenses damages are found to be caused by ECS'negligent acts,errors or omissions,(specifically excluding as stated in the professional fees section of the Proposal. Any estimate of professional fees stated any damages caused by any third party or by the CLIENT.) shall not be considered as a not-to-exceed or lump um amount unless otherwise explicitly stated. 19.2 To the fullest extent permitted by law,CLIENT agrees to indemnify,and hold ECS harmless CLIENT understands and agrees that even if ECS agrees to a lump um or not-to-exceed amount, from and against any and all liability, claims, damages, demands, fines, penalties, costs and that amount shall be limited to number of hours,visits,trips,tests,borings,or samples stated in the expenditures (including reasonable attorneys' fees and costs of litigation defense and/or Proposal. settlement)("Damages")caused in whole or in part by the acts,errors,or omissions of the CLIENT 15.2 CLIENT agrees that all professional fees and other unit rates may be adjusted annually to or CLIENT's employees,agents,staff,contractors,subcontractors,consultants,and clients,provided account for inflation based on the most recent 12-month average of the Consumer Price Index such Damages are attributable to:(a)the bodily injury,personal injury,sickness,disease and/or (CPI-U)for all items as established by www.bls.gov when the CPI-U exceeds an annual rate of 2.0%. death of any person;(b)the injury to or loss of value to tangible personal property;or(c)a breach 15.3 Should ECS identify a Changed Condition(s),ECS shall notify the CLIENT of the Changed of these Terms.The foregoing indemnification shall not apply to the extent such Damage is found Condition(s). ECS and CLIENT shall promptly and in good faith negotiate an amendment to the to be caused by the sale negligence,errors,omissions or willful misconduct of ECS. scope of Services,professional fees,and time schedule. Page 9 E�c DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B .i=111111 11M.-AW111111111 Is I WMAILIWIG11c1_> wutnedSt, LLP - • Terms and Conditions of Service 19.3 It is specifically understood and agreed that in no case shall ECS be required to pay an 23.3 Litigation shall be instituted in a court of competent jurisdiction in the county or district in amount of Damages disproportional to ECS' culpability. IF CLIENT IS A HOMEOWNER, which ECS'office contracting with the CLIENT is located. The parties agree that the law applicable HOMEOWNERS' ASSOCIATION, CONDOMINIUM OWNER, CONDOMINIUM OWNER'S to these Terms and the Services provided pursuant to the Proposal shall be the laws of the ASSOCIATION,OR SIMILAR RESIDENTIAL OWNER,ECS RECOMMENDS THAT CLIENT RETAIN Commonwealth of Virginia,but excluding its choice of law rules. Unless otherwise mutually agreed LEGAL COUNSEL BEFORE ENTERING INTO THIS AGREEMENT TO EXPLAIN CLIENT'S RIGHTS AND to in writing by both parties,CLIENT waives the right to remove any litigation action to any other OBLIGATIONS HEREUNDER,AND THE LIMITATIONS,AND RESTRICTIONS IMPOSED BY THIS jurisdiction. Both parties agree to waive any demand for a trial by jury. AGREEMENT. CLIENT AGREES THAT FAILURE OF CLIENT TO RETAIN SUCH COUNSEL SHALL BE 24.0 CURING A BREACH A KNOWING WAIVER OF LEGAL COUNSEL AND SHALL NOT BE ALLOWED ON GROUNDS OF 24.1 A party that believes the other has materially breached these Terms shall issue a written AVOIDING ANY PROVISION OF THIS AGREEMENT. cure notice identifying its alleged grounds for termination.Both parties shall promptly and in good 19.4 IF CLIENT IS A(RESIDENTIAL BUILDER OR RESIDENTIAL DEVELOPER, CLIENT SHALL faith attempt to identify ure for the alleged breach or present facts showing the absence of such INDEMNIFY AND HOLD HARMLESS ECS AGAINST ANY AND ALL CLAIMS OR DEMANDS DUE breach. If a cure can be agreed to or the matter otherwise resolved within thirty(30)calendar days TO INJURY OR LOSS INITIATED BY ONE OR MORE HOMEOWNERS,UNIT-OWNERS,OR THEIR from the date of the termination notice,the parties shall commit their understandings to writing HOMEOWNER'S ASSOCIATION, COOPERATIVE BOARD, OR SIMILAR GOVERNING ENTITY and termination shall not occur. AGAINST CLIENT WHICH RESULTS IN ECS BEING BROUGHT INTO THE DISPUTE. 24aa Either party y ive any right provided by these Terms in curing an actual or alleged 19.5 IN NO EVENT SHALL THE DUTY TO INDEMNIFY AND HOLD ANOTHER PARTY HARMLESS breach;however,such waiver shall not affect future application of such provision or any other UNDER THIS SECTION 19.0INCLUDE THE DUTYTO DEFEND. provision. 20.0 CONSEQUENTIAL DAMAGES 25.0 TERMINATION 20.1 CLIENT shall not be liable to ECS and ECS shall not be liable to CLIENT for any consequential 25.1 CLIENT or ECS may terminate this Agreement for breach, non-payment, or a failure to damages incurred by either due to the fault of the other or their employees,consultants,agents, cooperate. In the event of termination,the effecting party shall so notify the other party in writing contractors or subcontractors,regardless of the nature of the fault orwhether such liability arises in and termination shall become effective fourteen(14)calendar days after receipt of the termination breach of contract or warranty,tort,statute,or any other cause of action. Consequential damages notice. include,but are not limited to,loss of use and loss of profit. 25.2 Irrespective of which party shall effect termination,or the cause therefore,ECS shall promptly 20.2 ECS shall not be liable to CLIENT,or any entity engaged directly or indirectly by CLIENT,for render to CLIENT a final invoice and CLIENT shall immediately compensate ECS for Services any liquidated damages due to any fault,or failure to act,in part or in total by ECS,its employees, rendered and costs incurred including those Services associated with termination itself,including agents,or subcontractors. without limitation,demobilizing,modifying schedules,and reassigning personnel. 21.0 SOURCES OF RECOVERY 26.0 TIME BAR TO LEGAL ACTION-Unless prohibited by law,and notwithstanding any Statute 21.1 All claims for damages related to the Services provided under this Agreement shall be made that may provide additional protection,CLIENT and ECS agree that a lawsuit by either party alleging against the ECS entity contracting with the CLIENT for the Services,and no other person or entity. a breach of this Agreement,violation of the Standard of Care,non-payment of invoices,or arising CLIENT agrees that it shall not name any affiliated entity including parent,peer,or subsidiary entity out of the Services provided hereunder,must be initiated in a court of competent jurisdiction no or any individual officer,director,or employee of ECS. more than two(2)years from the time the party knew,or should have known,of the facts and 21.2 In the event of any dispute or claim between CLIENT and ECS arising out of in connection with conditions giving rise to its claim,and shall under no circumstances shall such lawsuit be initiated the Project and/or the Services,CLIENT and ECS agree that they II look solely to each other for more than three(3)years from the date of substantial completion of ECS'Services. the satisfaction of any such dispute or claim. Moreover,notwithstanding anything to the contrary 27.0 ASSIGNMENT-CLIENT and ECS respectively bind themselves,their successors,assigns, contained in any other provision herein,CLIENT and ECS'agree that their respective shareholders, heirs,and legal representatives to the other party and the successors,assigns,heirs and legal principals,partners,members,agents,directors,officers,employees,and/or owners shall have representatives of such other party th respect to all covenants of these Terms. Neither CLIENT no liability atsoever arising out of or in connection with the Project and/or Services provided nor ECS shall assign these Terms,any rights thereunder,or any cause of action arising therefrom,in hereunder. In the event CLIENT brings a claim against an affiliated entity,parent entity,subsidiary whole or in part,without the written consent of the other. Any purported assignment or transfer, entity,or individual officer,director or employee in contravention of this Section 21,CLIENT agrees except as permitted above,shall be deemed null,void and invalid,the purported assignee shall to hold ECS harmless from and against all damages,costs,awards,or fees(including attorneys'fees) acquire no rights as a result of the purported assignment or transfer and the non-assigning party attributable to such act. shall not recognize any such purported assignment or transfer. 22.0 THIRD PARTY CLAIMS EXCLUSION-CLIENT and ECS agree that the Services are performed 29.0 SEVERABILITY-Any provision of these Terms later held to violate any law,statute,or solely for the benefit of the CLIENT and are not intended by either CLIENT or ECS to benefit any regulation,shall be deemed void,and all remaining provisions shall continue in full force and effect. other person or entity. To the extent that any other person or entity is benefited by the Services, CLIENT and ECS shall endeavor to quickly replace a voided provision with a valid substitute that such benefit is purely incidental and such other person or entity shall not be deemed a third party expresses the intent of the issues covered by the original provision. beneficiary to the Agreement. No third-party shall have the right to rely on ECS'opinions rendered 29.0 SURVIVAL-All obligations arising prior to the termination of the agreement represented by in connection with ECS'Services without written consent from both CLIENT and ECS,which shall these Terms and all provisions allocating responsibility or liability between the CLIENT and ECS shall include,at a minimum,the third-party's agreement to be bound to the same Terms and Conditions survive the substantial completion of Services and the termination of the Agreement. contained herein and third-party's agreement that ECS'Scope of Services performed is adequate. 30.0 TITLES;ENTIRE AGREEMENT 23.0 DISPUTE RESOLUTION 30.1 The titles used herein are for general reference only and are not part of the Terms. 23.1 In the event any claims,disputes,and other matters in question arising out of or relating 30.2 These Terms together with the Proposal, including all exhibits, appendixes, and other to these Terms or breach thereof(collectively referred to as"Disputes"),the parties shall promptly documents appended to it, constitute the entire agreement between CLIENT and ECS attempt to resolve all such Disputes through executive negotiation between senior representatives ("Agreement"). CLIENT acknowledges that all prior understandings and negotiations are of both parties familiar with the Project.The parties shall arrange a mutually convenient time for the superseded by this Agreement. senior representative of each party to meet.Such meeting shall occur within fifteen calendar(15) 30.3 CLIENT and ECS agree that subsequent modifications to the Agreement shall not be binding days of either party's written request for executive negotiation or as otherwise mutually agreed. unless made in writing and signed by authorized representatives of both parties. Should this meeting fail to result in a mutually agreeable plan for resolution of the Dispute,CLIENT 30.4 All preprinted terms and conditions on CLIENT'S purchase order,Work Authorization,or and ECS agree that either parry may bring litigation. other service acknowledgement forms, are inapplicable and superseded by these Terms and 23.2 CLIENT shall make no claim(whether directly or in the form of a third-party claim)against ECS Conditions of Service. unless CLIENT shall have first provided ECS with a written certification executed by an independent 30.5 CLIENT's execution of a Work Authorization,the submission of a start work authorization engineer licensed in the jurisdiction in which the Project is located,reasonably specifying each and (oral or written)or issuance of a purchase order constitutes CLIENT's acceptance of this Proposal every act or omission which the certifier contends constitutes a violation of the Standard of Care. and these Terms and their agreement to be fully bound to them.If CLIENT fails to provide ECS with Such certificate shall be a precondition to the institution of any judicial proceeding and shall be a signed copy of these Terms orthe attached Work Authorization,CLIENT agrees that by authorizing provided to ECS thirty(30)days prior to the institution of such judicial proceedings. and accepting the services of ECS,it will be fully bound by these Terms as if they had been signed by CLIENT. Ver.06/14/13 Page 10 Ec.S DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B ECSSOUT-02 DLONG ,4coR0 CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDDIYYYY) 6/9/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ames&Gough PHONE 8300 Greensboro Drive (A/C,No,Ext): (703)827-2277 (A///C,No):(703)827-2279 Suite 980 ADDRESS:admin@amesgough.com McLean,VA 22102 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company CNA)A XV 20443 INSURED INSURER B: ECS Southeast,LLP INSURER C: 1812 Center Park Drive,Suite D INSURER D: Charlotte,NC 28217 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD W D MM DD YYYY MM DD YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICYEl PE� LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED L $ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ W KERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. AEH288257904 6/15/2020 6/15/2021 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Orange County,NC Jail CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g y ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough,INC 27278 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:OE71AC55-698C-4D9A-B848-92OF1816167B ECSSOUT-01 MLEE ,4coR0 CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDDIYYYY) 11/18/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Meg S. Lee, CIC The Andersen Insurance Group PHONE FAX 14026 Thunderbolt Place Suite 200 (A/C,No,Ext): (703)988-0900 102 (A/C,No): Chantilly,VA 20151 ADDRESS:meg@theandersengrp.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Insurance Company 10677 INSURED INSURER B:Federal Insurance Company 20281 ECS Southeast,LLP INSURER C:Bankers Standard Insurance Company 18279 14026 Thunderbolt Place Suite 500 INSURER D:ACE American Insurance Company 22667 Chantilly,VA 20151 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD W D MM DD YYYY MM DD YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FIV-1 OCCUR ENP0219991 12/1/2020 12/1/2021 DAMAGE TO RENTED 500,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PECOT- ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO EBA0559255 12/1/2020 12/1/2021 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) ent $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE 79891344 12/1/2020 12/1/2021 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ C W KERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER 71764167 12/1/2020 12/1/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A X E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Commercial Umbrella EXS0220000 12/1/2020 12/1/2021 Occ/Aggr 10,000,000 D General Liability CPMG28192289 12/1/2020 12/1/2021 Inc/Aggr 9,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:All Active Projects The Certificate Holder is included as an Additional Insured with respect to General Liability coverage where required by written contract.A Waiver of Subrogation is granted where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count North Carolina THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 y ACCORDANCE WITH THE POLICY PROVISIONS. Asset Management Services 131 West Morgan Lane Hillsborough,INC 27278 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD