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HomeMy WebLinkAbout2020-802-E Solid Waste-Triangle Landscape install glass concrete platform DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 [Departmental Use Only] TITLE Triangle Landscaping concrete FY 20/21 NORTH CAROLINA CONSTRUCTION AGREEMENT UNDER$250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement"), made as of the 30th day of December, 2020, by and between Triangle Landscaping, Inc., (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 Request for Proposals, Proposal, and other documents as agreed to by the parties. 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. b. Designer Approved Bulletins and Field Orders. c. Request for Proposals and addenda thereto. d. Proposal. 2. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform 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 N/A (Sheet dated ) b. Written specifications prepared by the project engineer. c. Request for bids dated May 22,2020 and Attached proposal dated June 11, 2020 which fully describes the work to be performed. Such work will hereafter be called the "Work". d. Related documents listed under Section 1 above. 3. TERM AND SCHEDULING Revised 07/20 1 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 a. The Contractor agrees to commence work pursuant to the written Notice to Proceed. b. The Contractor agrees to complete substantially all Work by April 22, 2021. 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. e. It is expressly understood that the Owner will employ other 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 its activities with such other contractors, particularly with respect to access to work areas, storage of materials and other common facilities. f. Should the Owner determine that the Contractor is behind schedule Owner may require, at no additional cost to the Owner, the Contractor to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform the Work in accordance with the approved project schedule. 4. STANDARD OF CARE a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the highest 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 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 errors or omissions caused by its employees, agents, contractors, or assigns in the performance of the Agreement. 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 the sole obligation and responsibility of the Contractor. e. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Contractor represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or Revised 07/20 2 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. f. 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 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. g. The Contractor is solely responsible for obtaining all permits necessary to complete the Work in compliance with all local, state, and federal laws. 5. PAYMENT & TAXES 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 $11,275 Dollars ($Eleven Thousand Two Hundred and Seventy-Five Dollars). Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner's Representative, generally the architect if an architect 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 and shall show substantially the value of work done during the previous calendar month. Upon mutual agreement the parties may agree to use other documents for payment purposes other than the AIA documents referenced in this agreement. 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%). 1. 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 one hundred percent (100%) of the Work, including punch list work, has been satisfactorily (as determined by the County) completed and an appropriate affidavit as required in Section 7(c)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 Revised 07/20 3 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 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. 6. INSURANCE AND BONDS a. Minimum requirements — Contractor shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.oran eg countync. o�partinents/purchasing division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (if no additional insurance required mark N/A as being not applicable). Contractor shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. b. Performance Bonds — Contractor shall furnish bonds covering the faithful performance of the Contract and payment of all obligations arising under any of the Contract Documents or related in any way to the Work. Contractor shall immediately furnish a copy of such bonds to any requesting person who appears to be a potential beneficiary of bonds covering payment obligations arising under any of the Contract Documents. This subsection 6(b) applies only to Contracts of fifty thousand dollars ($50,000.00) or more where the total cost for the project is three hundred thousand dollars ($300,000.00) or more. 7. INDEMNITY a. To the extent authorized by North Carolina law the Contractor shall indemnify, without limitation, and hold harmless to the maximum extent permitted by law the Owner and its agents and employees from and against any and all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance or nonperformance of the Work, provided that any such claim, damages, loss or expense (A) is attributable to bodily injury, sickness, disease or death or injury to, or destruction of, property, including the loss of use resulting therefrom; and (B) is caused in whole or in part by any breach of any provision of the Agreement or by any negligent or wrongful act or omission of the Contractor, any Subcontractor, or supplier of the Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The indemnification obligation under this paragraph shall not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefits acts or other employee benefit acts. It is the intent of this section that the Contractor shall indemnify the County to the maximum extent allowed by law. b. The Contractor shall indemnify and hold harmless Owner from any lien of whatever type through the purchase of appropriate bonds and insurance as designated in Section 6 above. In the event any such lien is filed against Owner's property Contractor shall, through such bonds and insurance or at Contractors expense, defend Owner against all such claims of lien. Revised 07/20 4 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 c. Upon completion of the Work the Contractor shall execute an affidavit 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, 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 debts and liens. Such indemnification shall be in a form and substance acceptable to Owner. d. By executing this Agreement Contractor agrees to abide by and be bound by the indemnification provisions herein and of Section 7(c) specifically. 8. DISPUTE RESOLUTION AND GOVERNING LAW a. Any dispute with respect to any provision of, or the performance or non-performance of, this Agreement shall be subject to the Dispute Resolution 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 hqp://www.oran eg couni nc. og v/departments/purchasing_division/contracts.php). b. 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 or the Contract 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. c. Notice of any claim by Owner or Contractor must be initiated by written notice to the other Party within thirty (30) days of the occurrence of the event giving rise to the claim or within thirty (30) days of the discovery of the event or condition giving rise to the claim, whichever is later. i. Should any claim be made, regardless of whether such claim is made by Owner or Contractor, Contractor shall continue to faithfully and diligently perform the Work in such a manner as to meet all scheduled timelines. Any failure to faithfully and diligently perform the Work may be deemed, by the Owner, a breach of the Contract. ii. If a claim is made such claim shall be made to the initial decision maker, if applicable, who may request more supporting data, reject the claim in whole or in part, approve the claim in whole or in part or advise the parties the claim is unable to be resolved. iii. If a claim is made by the Owner the Owner may, but is not obligated to, notify the surety. 9. 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 Revised 07/20 5 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 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 or mandated functions, by state 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. 10. 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 Triangle Landscaping, Inc. Attn: Robert Williams Attn: Brad Lewis P.O. Box 8181 PO Box 144 Hillsborough,NC 27278 Stem,NC 27581 11. 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 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 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 any code or law. d. Should the Architect, if an architect 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 Architect under this section shall be paid at Contractor's expense. Revised 07/20 6 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 e. 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. f. By executing this Agreement Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. g. By executing this 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. h. By executing this 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. i. The County has designated(Andrew Martin)to act as the County's representative with respect to the Work and shall have the authority to render decisions within guidelines established by the County Manager 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. j. 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 non- discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at http://www.oran eg countync. ov�/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. k. 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 I I A and Article 40 of North Carolina General Statute Chapter 66. 1. In the event of a breach by Contractor Owner has sole authority to determine the reasonableness of Contractor's actions to remedy such breach or complete the performance of its obligations. in. Upon request of the Owner, the Contractor shall submit to County all relevant documentation, including but not limited to,job cost records, to support its claims for final compensation and if such request is made final compensation shall not be due until all relevant documentation is received, reviewed, and approved by Owner. 12. CONSEQUENTIAL AND LIQUIDATED DAMAGES a. Owner and Contractor mutually waive any claim against each other for consequential damages. Consequential Damages include: Revised 07/20 7 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 i. Damages incurred by Owner for loss of use, income, financing, or business. 11. Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. b. Liquidated damages shall be in accord with the Contract Documents. If the Contract Documents do not otherwise address liquidated damages, such damages shall be in the amount of five hundred dollars ($500.00)per day. 13. TERMINATION OR SUSPENSION a. 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. i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such order is not due to or as a result of any fault on the part of the Contractor or any subcontractor, the Contractor may recover a per diem amount of five hundred dollars ($500.00) per day with a not-to-exceed limit of ten thousand dollars ($10,000.00). ii. In the event of termination by the Owner under this Agreement, the Contractor shall be entitled to receive its reasonable and documented direct costs 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 work in a safe and efficient manner. iii. If Owner elects to suspend or terminate the contract pursuant to subparagraphs 13.a.i. or 13 a.ii. the sole remedy available to the Contractor are those listed in the subparagraphs and Contractor is not entitled to any right to further claims for any amount owed or disputed or for payment of damages alleged to have been sustained as a result of Owner's order to delay, suspend, or interrupt the Work. b. The Owner may, with cause, order the Contractor to suspend, delay or interrupt the Work in whole or in part for such period of time as the cause remains. i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such order is due to or as a result of any fault on the part of the Contractor or any subcontractor, the Owner may reduce payment at a per diem amount of five hundred dollars ($500.00)per day. c. Contractor may terminate the Contract if, at the Owner's written direction, the Work is stopped for twenty one (21) consecutive days through no act or fault of the Contractor, their agents or employees, or a subcontractor or their agents or employees or any other person performing work pursuant to the Contract Documents. Contractor may terminate the Contract if a Court or other Public authority having jurisdiction enters a lawful order that requires all work to be stopped and such stoppage lasts for twenty one (21) consecutive days. Revised 07/20 8 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 d. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impossible due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 14. 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 shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written wholly or in a number of counterparts each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY CONTRACTOR iDob' cuSigned by: ,�1D,ocuSign�ed by: Signature 411 Signature County Manager Brad Lewis President Printed Name and Title Revised 07/20 9 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Triangle Landscaping Party/Vendor Contact Person: Brad Lewis Contact Phone: Party/Vendor Address: PO Box 144 City Stem State:NC Zip:27581 Department: Solid Waste Amount: $11,275.00 Purpose: Installing a glass concrete pad Budget Code(s): 50352020-6300003 Vendor#N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date 12-30-2020 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: DocuSign/e'd11by: Department Director's Signature F WIUAA S Date: 12/22/2020 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: Risk Management This agreement is approved for sufficiency of' e@&wi lards,specifications,and requirements: Q�1Sa Office of the Risk Management Officer C�b Date:12/22/2020 Financial Services This instrument has been pre-audited in the rw*ivd by the Local Government Budget and Fiscal Control Act: ,�, ,L 12/23/2020 Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to €EK egf1Yl sufficiency: Office of the County Attorney ,6st fL hmv, Date:12/24/2020 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 10 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 COUNTY OF ORANGE FINANCIAL SERVICES — PURCHASING PO BOX 8181 HILLSBOROUGH, NORTH CAROLINA 27278 ORANGE COUNTY BID NO. 20200429 May 22, 2020 ATTENTION: [INTERESTED VENDORS Orange County requests your competitive quotation to furnish the item(s) listed below for Orange County Solid Waste Glass Recycling Concrete Pad, Solid Waste Glass Recycling Concrete Pad 1514 Eubanks Road, Chapel Hill, NC. A site visit is recommended. By submission of a bid the contractor acknowledges he/she fully understands the extent of the project. Please send this quotation to the Orange County Purchasing Agent-JovanaAmaro, via email to amaro(@-orangecountVnc.gov by June 5, 2020 at 2:00 PM ITEM # COMMODITIES/GOODS OR SERVICES 1 ORANGE COUNTY SOLID WASTE LANDFILL PROJECT: The scope of work includes installing a concrete pad for glass recycling. The pad shall be 50' x 22' x 8". Refer to specifications attached "SECTION 03 30 00—BUILDING CAST-IN-PLACE CONCRETE" and "SECTION 07 92 00 - JOINT SEALANTS". The site shall be graded to allow for new pad and existing pad to be flush once new pad has been installed. See attached pictures for existing soils at the site. The top 12" of soil are suitable for compaction to meet the specifications. The new pad and existing pad shall remain two separate pads with expansion material and joint sealant between the two pads per manufacturer's recommendations. The existing pad edge shall be cleaned and filled without additional saw-cutting. See section 07 92 00 -JOINT SEALANTS The new pad shall be installed using #5 rebar tied 12" centers both directions. PLEASE STATE FIRM DELIVERY TIME TO START AFTER RECEIPT OF PURCHASE ORDER: DAYS PLEASE STATE NUMBER OF DAYS TO COMPLETE THE PROJECT AFTER COMMENCEMENT: DAYS Orange County Bid Solid Waste Glass Recycling Concrete Pad Page#1 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 **SEE ATTACHED INSTRUCTIONS TO BIDDERS** License (if applicable) FIRM NAME BY (Proposal must be signed in writing) ADDRESS FAX: TELEPHONE: EMAIL: Orange County Bid Solid Waste Glass Recycling Concrete Pad Page #2 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 COUNTY OF ORANGE FINANCIAL SERVICES — PURCHASING PO BOX 8181 ❑ 405 Meadowlands Drive HILLSBOROUGH, NORTH CAROLINA 27278 Instructions to Bidders 1.All bids and proposals shall be for furnishing apparatus, supplies, materials, equipment and/or work and services in accordance with the applicable plans and specifications prescribed by Orange County. Plans and/or specifications may be obtained at the Orange County Finance Department Purchasing Division, 405 Meadowlands Drive, Hillsborough, North Carolina, 27278. 2.Orange County reserves the right to: o award lowest responsible bidder that is responsive, o to reject any or all bids, o And to waive minor irregularities. 3.The successful bidder shall comply fully with the requirements of General Statutes, Section 143-129 and 143-131, as amended. This is an informal range;therefore there will not be a formal opening. Results will be made available after award. 4.In the event of default by any contractor or vendor Orange County may procure from other sources whatever service or item is being bid, and holds the contractor responsible for any excess cost occasioned thereby. 5.Payment by check is due thirty days after completion and inspection unless otherwise specifically provided; subject to any discounts allowed. 6.North Carolina sales and use tax shall be included in the bid amount. 7.Bids submitted via email to jamaro@orangeountync.gov. 8.Proposals received after opening date and time shall not be considered. 9.Bids must be signed and submitted on the attached form of proposal 10. The successful contractor shall be responsible for obtaining all permits and inspections. 11. The successful contractor shall be required to agree to and sign the Orange County Construction Agreement(copy attached). Among the items included in that agreement are the County's Insurance requirements and sales tax. 12. All contractors are hereby notified that they must have proper license under the State laws governing their respective trades. Please display license number on your submittal. 13. Please direct questions concerning this bid document to Jovana Amaro, Purchasing Agent,Orange County Financial Services, (919)245-2651 or via email at jamaro@orangecountync.gov. Please direct any questions about the scope, site visit, details of the work, or the proposal to: Blair Pollock, Solid Waste Planner, Orange County Solid Waste Administration 919)968-2788 bpollock(@_orangecountync.gov. 14. A site visit is recommended. By submission of a bid the contractor acknowledges he/she fully understands the extent of the project. 15. HB786 imposes E-Verify requirements on contractors who enter into certain contracts with state agencies and local governments. The legislation specifically prohibits governmental units from entering into certain contracts"unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the General Statutes." (Article 2 of Chapter 64 establishes North Carolina's E-Verify requirements for private employers). It is important to note that the verification requirement applies to subcontractors as well as contractors. The new laws specifically prohibit governmental units from entering into contracts with contractors who have not(or their subs have not)complied with E-Verify requirements. Complete the attached affidavit, and include it with your submittal. Orange County Bid Solid Waste Glass Recycling Concrete Pad Page #3 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 Attachment A Bid Proposal Form: Orange County Solid Waste Glass Recycling Concrete Pad Contractor agrees to furnish all materials, labor, concrete and any other supplies necessary to complete the above work,for the sum of: $ Total • All work must be completed within 80 days of the project start date(approx.June 15, 2020) • Contractor is willing to participate in the County's"DocuSign" digital contracting process and enter into a standard contract with the County. (Signature of Contractor) (Date) Attachments: 1. Solid Waste Concrete Pad SECTION 03 30 00 — BUILDING CAST-IN-PLACE CONCRETE 2. Solid Waste Concrete Pad SECTION 07 92 00 - JOINT SEALANTS 3. Solid Waste Concrete Pad Reference Materials ONLY Orange County Bid Solid Waste Glass Recycling Concrete Pad Page #4 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY ************************** I, (the individual attesting below), being duly authorized by and on behalf of (the entity bidding on project hereinafter"Employer") after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E-Verify 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 authorization of newly hired employees pursuant to federal law in accordance with NCGS §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 organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No) a. YES 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 day of 201_. Signature of Affiant Print or Type Name: State of North Carolina, County D Signed and sworn to (or affirmed) before me,this the o h day of , 20_. v' z 0 My Commission Expires: v v' rD Notary Public °' DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 Section I: General Government and Administration Policy 10.0: Living Wage Contractor Policy Reviewed by: County Attorney/County Manager Approved by: County Manager Original Effective Date: July 1,2017 Revisions: Policy Statement It is the policy of Orange County to ensure its employees, and all individuals who provide services for Orange County, are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Applicability Applies to all Orange County contracts and purchases. Policy 10.1 Living Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County's living wage is $14.95 per hour. To the extent possible,Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10.1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County's representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager's Office DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 SECTION 03 30 00—BUILDING CAST-IN-PLACE CONCRETE PART 1—GENERAL 1.1 RELATED DOCUMENTS A. General provisions of the contract,including General and Supplementary Conditions apply to this section. 1.2 SUMMARY A. Section includes cast-in-place concrete,including formwork,reinforcement,concrete materials,mixture design,placement procedures,and finishes,for the following: 1.Footings. 2. Slabs-on-grade. B. Related Sections: 1.None 1.3 DEFINITIONS A. Cementitious Materials:Portland cement alone or in combination with one or more of the following: blended hydraulic cement, fly ash and other pozzolans,ground granulated blast-furnace slag,and silica fume; subject to compliance with requirements. 1.4 SUBMITTALS A. Design Mixtures:For each concrete mixture. Submit alternate design mixtures when characteristics of materials,Project conditions,weather,test results,or other circumstances warrant adjustments. 1. Indicate amounts of mixing water to be withheld for later addition at Project site. B. Material Certificates:For each of the following,signed by manufacturers: 1. Cementitious materials. 2.Admixtures. 3. Curing compounds. C. Material Test Reports:For the following,from a qualified testing agency,indicating compliance with requirements: 1. Aggregates.Include service record data indicating absence of deleterious expansion of concrete due to alkali aggregate reactivity. 1.5 QUALITY ASSURANCE A. Installer Qualifications: A qualified installer who employs on Project personnel qualified as ACI certified Flatwork Technician and Finisher and a supervisor who is an ACI-certified Concrete Flatwork Technician. B. Manufacturer Qualifications:A firm experienced in manufacturing ready-mixed concrete products and that complies with ASTM C 94/C 94M requirements for production facilities and equipment. 1. Manufacturer certified according to NRMCA's"Certification of Ready Mixed Concrete Production Facilities." DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 C. Source Limitations:Obtain each type or class of Cementitious material of the same brand from the same Manufacturer's plant,obtain aggregate from single source,and obtain admixtures from single source from single manufacturer. D. ACI Publications: Comply with the following unless modified by requirements in the Contract Documents: 1. ACI 301,"Specifications for Structural Concrete," Sections 1 through 5 and Section 7, "Lightweight Concrete." 2. ACI 117,"Specifications for Tolerances for Concrete Construction and Materials." 3. ACI 318,"Building Code Requirements for Reinforced Concrete." 4. Concrete Reinforcing Steel Institute(CRSI)"Manual of Standard Practice." 1.6 DELIVERY, STORAGE,AND HANDLING A. Steel Reinforcement:Deliver,store,and handle steel reinforcement to prevent bending and damage. B. Normal-Weight Aggregates:ASTM C 33,Class 3S coarse aggregate or better,graded.Provide aggregates from a single source with documented service record data of at least 10 years'satisfactory service in similar applications and service conditions using similar aggregates and cementitious materials. 1. Maximum Coarse-Aggregate Size: 1-1/2 inches nominal. 2. Fine Aggregate:Free of materials with deleterious reactivity to alkali in cement. C. Water:ASTM C 94/C 94M and potable. 2.5 ADMIXTURES A. Air-Entraining Admixture: ASTM C 260. B. Chemical Admixtures:Provide admixtures certified by manufacturer to be compatible with other admixtures and that will not contribute water-soluble chloride ions exceeding those permitted in hardened concrete.Do not use calcium chloride or admixtures containing calcium chloride. 1. Water-Reducing Admixture:ASTM C 494/C 494M,Type A. 2. Retarding Admixture:ASTM C 494/C 494M,Type B. 3. Water-Reducing and Retarding Admixture:ASTM C 494/C 494M,Type D. 4. High-Range,Water-Reducing Admixture:ASTM C 494/C 494M,Type F. 5. High-Range,Water-Reducing and Retarding Admixture: ASTM C 494/C 494M,Type G. 6. Plasticizing and Retarding Admixture: ASTM C 1017/C 1017M,Type II. 2.6 VAPOR RETARDERS A. Not Applicable 2.7 CURING MATERIALS A. Evaporation Retarder:Waterborne,monomolecular film forming,manufactured for application to fresh concrete. B. Absorptive Cover:AASHTO M 182,Class 2,burlap cloth made from jute or kenaf,weighing approximately 9 oz./sq.yd.when dry. C. Moisture-Retaining Cover:ASTM C 171,polyethylene film or white burlap-polyethylene sheet. D. Water:Potable. E. Clear,Waterborne,Membrane-Forming Curing Compound:ASTM C 309,Type 1,Class B,dissipating. DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 F. Clear,Waterborne,Membrane-Forming Curing and Scaling Compound: ASTM C 1315,Type 1, Class A. 2.8 RELATED MATERIALS A. Expansion-and Isolation-Joint-Filler Strips:ASTM D 1751,asphalt-saturated cellulosic fiber or ASTM D 1752,cork or self-expanding cork. B. Bonding Agent:ASTM C 1059/C 1059M,Type II,non-redispersible,acrylic emulsion or styrene butadiene. 2.9 REPAIR MATERIALS A. Repair Underlayment: Cement-based,polymer-modified,self-leveling product that can be applied in thicknesses from 1/8 inch and that can be feathered at edges to match adjacent floor elevations. 1. Cement Binder:ASTM C 150,portland cement or hydraulic or blended hydraulic cement as defined in ASTM C 219. 2. Primer:Product of underlayment manufacturer recommended for substrate,conditions,and application. 3. Aggregate:Well-graded,washed gravel, 1/8 to 1/4 inch or coarse sand as recommended by underlayment manufacturer. 4. Compressive Strength:Not less than 6000 psi at 28 days when tested according to ASTM C 109/C 109M. B. Repair Overlayment: Cement-based,polymer-modified,self-leveling product that can be applied in thicknesses from 1/4 inch and that can be filled in over a scarified surface to match adjacent floor elevations. 1. Cement Binder:ASTM C 150,portland cement or hydraulic or blended hydraulic cement as defined in ASTM C 219. 2. Primer:Product of topping manufacturer recommended for substrate,conditions,and application. 3. Aggregate:Well-graded,washed gravel, 1/8 to 1/4 inch or coarse sand as recommended by topping manufacturer. 4. Compressive Strength:Not less than 6000 psi at 28 days when tested according to ASTM C 109/C 109M. 2.10 CONCRETE MIXTURES,GENERAL A. Prepare design mixtures for each type and strength of concrete,proportioned on the basis of laboratory trial mixture or field test data,or both,according to ACI 301. 1. Use a qualified independent testing agency for preparing and reporting proposed mixture designs based on laboratory trial mixtures. B. Cementitious Materials: Limit percentage,by weight,of cementitious materials other than portland cement in concrete as follows: 1. Fly Ash: 25 percent. 2. Combined Fly Ash and Pozzolan:25 percent. 3. Ground Granulated Blast-Furnace Slag: 50 percent. 4. Combined Fly Ash or Pozzolan and Ground Granulated Blast-Furnace Slag: 50 percent portland cement minimum,with fly ash or pozzolan not exceeding 25 percent. DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 C. Limit water-soluble,chloride-ion content in hardened concrete to 0.30 percent by weight of cement. D. Admixtures:Use admixtures according to manufacturer's written instructions. 1. Use water-reducing,high-range water-reducing or plasticizing admixture in concrete,as required, for placement and workability. 2. Use water-reducing and retarding admixture when required by high temperatures,low humidity,or other adverse placement conditions. 3. Use water-reducing admixture in pumped concrete and concrete with a water-cementitious materials ratio below 0.50. 2.11 CONCRETE MIXTURES FOR BUILDING ELEMENTS A. Footings:Proportion normal-weight concrete mixture as follows: 1. Minimum Compressive Strength: 6000 psi at 28 days. 2. Maximum Water-Cementitious Materials Ratio: 0.50. 3. Slump Limit:4 inches,plus or minus 1 inch. 4. Air Content: 5.5 percent,plus or minus 1.5 percent at point of delivery for 1-1/2-inch nominal maximum aggregate size. B. Slabs-on-Grade: Proportion normal-weight concrete mixture as follows: 1. Minimum Compressive Strength: 6000 psi at 28 days. 2. Minimum Cementitious Materials Content:470 lb/cu.yd. 3. Slump Limit:4 inches,plus or minus 1 inch. 4. Air Content:Do not allow air content of trowel-finished floors to exceed 3 percent. 2.12 FABRICATING REINFORCEMENT A. Fabricate steel reinforcement according to CRSI's"Manual of Standard Practice." 2.13 CONCRETE MIXING A. Ready-Mixed Concrete:Measure,batch,mix,and deliver concrete according to ASTM C 94/C 94M,and furnish batch ticket information. 1. When air temperature is between 85 and 90 deg F,reduce mixing and delivery time from 1-1/2 hours to 75 minutes;when air temperature is above 90 deg F,reduce mixing and delivery time to 60 minutes. PART 3 -EXECUTION 3.1 FORMWORK A. Design,erect,shore,brace,and maintain formwork,according to ACI 301,to support vertical,lateral, static,and dynamic loads,and construction loads that might be applied,until structure can support such loads. B. Construct formwork so concrete members and structures are of size, shape,alignment,elevation,and position indicated,within tolerance limits of ACI 117. C. Limit concrete surface irregularities,designated by ACI 347 as abrupt or gradual,as follows: 1. Class B, 1/4 inch for rough-formed finished non-exposed surfaces. DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 D. Construct forms tight enough to prevent loss of concrete mortar. E. Fabricate forms for easy removal without hammering or prying against concrete surfaces.Provide crush or wrecking plates where stripping may damage cast concrete surfaces.Provide top forms for inclined surfaces steeper than 1.5 horizontal to 1 vertical. 1. Install keyways,reglets,recesses,and the like,for easy removal. 2. Do not use rust-stained steel form-facing material. F. Set edge forms,bulkheads,and intermediate screed strips for slabs to achieve required elevations and slopes in finished concrete surfaces.Provide and secure units to support screed strips;use strike-off templates or compacting-type screeds. G. Provide temporary openings for cleanouts and inspection ports where interior area of formwork is inaccessible. Close openings with panels tightly fitted to forms and securely braced to prevent loss of concrete mortar.Locate temporary openings in forms at inconspicuous locations. H. Chamfer exterior corners and edges of permanently exposed concrete. I. Form openings,chases,offsets,sinkages,keyways,reglets,blocking,screeds,and bulkheads required in the Work.Determine sizes and locations from trades providing such items. J. Clean forms and adjacent surfaces to receive concrete.Remove chips,wood,sawdust,dirt,and other debris just before placing concrete. K. Retighten forms and bracing before placing concrete,as required,to prevent mortar leaks and maintain proper alignment. L. Coat contact surfaces of forms with form-release agent,according to manufacturer's written instructions, before placing reinforcement. 3.2 EMBEDDED ITEMS A. Place and secure anchorage devices and other embedded items required for adjoining work that is attached to or supported by cast-in-place concrete.Use setting drawings,templates,diagrams, instructions,and directions furnished with items to be embedded. 1. Install anchor rods,accurately located,to elevations required and complying with tolerances in Section 7.5 of AISC's"Code of Standard Practice for Steel Buildings and Bridges." 3.3 VAPOR RETARDERS A. Not applicable 3.4 STEEL REINFORCEMENT A. General: Comply with CRSI's "Manual of Standard Practice"for placing reinforcement. B. Clean reinforcement of loose rust and mill scale,earth,ice,and other foreign materials that would reduce bond to concrete. C. Accurately position,support,and secure reinforcement against displacement.Locate and support reinforcement with bar supports to maintain minimum concrete cover.Do not tack weld crossing reinforcing bars. D. Set wire ties with ends directed into concrete,not toward exposed concrete surfaces. DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 E. Install reinforcement in longest practicable lengths on bar supports spaced to minimize sagging. Lap edges and ends of adjoining reinforcement at least 6". 3.5 JOINTS A. General: Construct joints true to line with faces perpendicular to surface plane of concrete. B. Construction Joints: Install so strength and appearance of concrete are not impaired,at locations indicated or as approved by Owner. 1. Place joints perpendicular to main reinforcement. Continue reinforcement across construction joints unless otherwise indicated. 2. Form keyed joints as indicated.Embed keys at least 1-1/2 inches into concrete. 3. Space vertical joints in walls as indicated.Locate joints beside piers integral with walls,near corners,and in concealed locations where possible. 4. Use a bonding agent at locations where fresh concrete is placed against hardened or partially hardened concrete surfaces. C. Contraction Joints in Slabs-on-Grade:Form weakened-plane contraction joints,sectioning concrete into areas as indicated.Construct contraction joints for a depth equal to at least one-fourth of concrete thickness as follows: 1. Sawed Joints:Form contraction joints with power saws equipped with shatterproof abrasive or diamond-rimmed blades. Cut 1/8-inch-wide by'/a of the slab thickness joints into concrete when cutting action will not tear,abrade,or otherwise damage surface and before concrete develops random contraction cracks. D. Isolation Joints in Slabs-on-Grade:After removing formwork,install joint-filler strips at slab junctions with vertical surfaces,such as column pedestals,foundation walls,grade beams,and other locations,as indicated. 1. Extend joint-filler strips full width and depth of joint,terminating flush with finished concrete surface unless otherwise indicated. 2. Terminate full-width joint-filler strips not less than 1/2 inch or more than 1 inch below finished concrete surface where joint sealants,specified in Division 07 Section"Joint Sealants," are indicated. 3. Install joint-filler strips in lengths as long as practicable.Where more than one length is required, lace or clip sections together. 3.6 CONCRETE PLACEMENT A. Before placing concrete,verify that installation of formwork,reinforcement,and embedded items is complete and that required inspections have been performed. B. Do not add water to concrete during delivery,at Project site,or during placement unless approved by Owner C. Deposit concrete continuously in one layer or in horizontal layers of such thickness that no new concrete will be placed on concrete that has hardened enough to cause seams or planes of weakness.If a section cannot be placed continuously,provide construction joints as indicated.Deposit concrete to avoid segregation. 1. Deposit concrete in horizontal layers of depth to not exceed formwork design pressures and in a DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 manner to avoid inclined construction joints. 2. Consolidate placed concrete with mechanical vibrating equipment according to ACI 301. 3. Do not use vibrators to transport concrete inside forms.Insert and withdraw vibrators vertically at uniformly spaced locations to rapidly penetrate placed layer and at least 6 inches into preceding layer.Do not insert vibrators into lower layers of concrete that have begun to lose plasticity.At each insertion,limit duration of vibration to time necessary to consolidate concrete and complete embedment of reinforcement and other embedded items without causing mixture constituents to segregate. D. Deposit and consolidate concrete for floors and slabs in a continuous operation,within limits of construction joints,until placement of a panel or section is complete. 1. Consolidate concrete during placement operations so concrete is thoroughly worked around reinforcement and other embedded items and into corners. 2. Maintain reinforcement in position on chairs during concrete placement. 3. Screed slab surfaces with a straightedge and strike off to correct elevations. 4. Slope surfaces uniformly to drains where required. 5. Begin initial floating using bull floats or darbies to form a uniform and open-textured surface plane,before excess bleedwater appears on the surface.Do not further disturb slab surfaces before starting finishing operations. E. Cold-Weather Placement: Comply with ACI 306.1 and as follows.Protect concrete work from physical damage or reduced strength that could be caused by frost,freezing actions, or low temperatures. 1. When average high and low temperature is expected to fall below 40 deg F for three successive days,maintain delivered concrete mixture temperature within the temperature range required by ACI 301. 2. Do not use frozen materials or materials containing ice or snow.Do not place concrete on frozen subgrade or on subgrade containing frozen materials. 3. Do not use calcium chloride,salt,or other materials containing antifreeze agents or chemical accelerators unless otherwise specified and approved in mixture designs. F. Hot-Weather Placement: Comply with ACI 305.1 and as follows: 1. Maintain concrete temperature below 90 deg F at time of placement.Chilled mixing water or chopped ice may be used to control temperature,provided water equivalent of ice is calculated to total amount of mixing water.Using liquid nitrogen to cool concrete is Contractor's option. 2. Fog-spray forms,steel reinforcement,and subgrade just before placing concrete.Keep subgrade uniformly moist without standing water,soft spots,or dry areas. 3.8 FINISHING FLOORS AND SLABS A. General: Comply with ACI 302.1R recommendations for screeding,restraightening,and finishing operations for concrete surfaces.Do not wet concrete surfaces. B. Broom Finish:Apply a broom finish to exterior concrete platforms,steps,ramps,and elsewhere as indicated. 1. Immediately after float finishing,slightly roughen trafficked surface by brooming with fiberbristle broom perpendicular to main traffic route. Coordinate required final finish with Owner. before application. 3.9 MISCELLANEOUS CONCRETE ITEMS DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 A. Filling In:Fill in holes and openings left in concrete structures after work of other trades is in place unless otherwise indicated.Mix,place,and cure concrete,as specified,to blend with in-place construction.Provide other miscellaneous concrete filling indicated or required to complete the Work. 3.10 CONCRETE PROTECTING AND CURING A. General:Protect freshly placed concrete from premature drying and excessive cold or hot temperatures. Comply with ACI 306.1 for cold-weather protection and ACI 305.1 for hot-weather protection during curing. B. Evaporation Retarder:Apply evaporation retarder to unformed concrete surfaces if hot,dry,or windy conditions cause moisture loss approaching 0.2 lb/sq.ft.x h before and during finishing operations. Apply according to manufacturer's written instructions after placing, screeding,and bull floating or darbying concrete,but before float finishing. C. Formed Surfaces: Cure formed concrete surfaces.If forms remain during curing period,moist cure after loosening forms.If removing forms before end of curing period,continue curing for the remainder of the curing period. D. Unformed Surfaces:Begin curing immediately after finishing concrete. Cure unformed surfaces, including floors and slabs,concrete floor toppings,and other surfaces. E. Cure concrete according to ACI 308.1,by one or a combination of the following methods: 1. Moisture Curing:Keep surfaces continuously moist for not less than seven days with the following materials: a. Water. b. Continuous water-fog spray. C. Absorptive cover,water saturated,and kept continuously wet. Cover concrete surfaces and edges with 12-inch lap over adjacent absorptive covers. 2. Moisture-Retaining-Cover Curing: Cover concrete surfaces with moisture-retaining cover for curing concrete,placed in widest practicable width,with sides and ends lapped at least 12 inches, and sealed by waterproof tape or adhesive. Cure for not less than seven days. Immediately repair any holes or tears during curing period using cover material and waterproof tape. a. Moisture cure or use moisture-retaining covers to cure concrete surfaces to receive floor coverings. b. Moisture cure or use moisture-retaining covers to cure concrete surfaces to receive penetrating liquid floor treatments. C. Cure concrete surfaces to receive floor coverings with either a moisture-retaining cover or a curing compound that the manufacturer certifies will not interfere with bonding of floor covering used on Project. 3. Curing Compound:Apply uniformly in continuous operation by power spray or roller according to manufacturer's written instructions.Recoat areas subjected to heavy rainfall within three hours after initial application.Maintain continuity of coating and repair damage during curing period. a. Removal:After curing period has elapsed,remove curing compound without damaging concrete surfaces by method recommended by curing compound manufacturer unless m nufacturer certifies curing compound will not interfere with bonding of floor covering used on Project. DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 4. Curing and Sealing Compound:Apply uniformly to floors and slabs indicated in a continuous operation by power spray or roller according to manufacturer's written instructions.Recoat areas subjected to heavy rainfall within three hours after initial application.Repeat process 24 hours later and apply a second coat.Maintain continuity of coating and repair damage during curing period. 3.11 CONCRETE SURFACE REPAIRS A. Defective Concrete:Repair and patch defective areas when approved by Owner.Remove and replace concrete that cannot be repaired and patched to Owner's approval. B. Patching Mortar:Mix dry-pack patching mortar,consisting of one part portland cement to two and onehalf parts fine aggregate passing a No. 16 sieve,using only enough water for handling and placing. C. Repairing Formed Surfaces: Surface defects include color and texture irregularities,cracks,spalls,air bubbles,honeycombs,rock pockets,fins and other projections on the surface,and stains and other discolorations that cannot be removed by cleaning. 1. Immediately after form removal,cut out honeycombs,rock pockets,and voids more than 1/2 inch in any dimension to solid concrete.Limit cut depth to 3/4 inch.Make edges of cuts perpendicular to concrete surface. Clean,dampen with water,and brush-coat holes and voids with bonding agent.Fill and compact with patching mortar before bonding agent has dried.Fill form-tie voids with patching mortar or cone plugs secured in place with bonding agent. 2. Repair defects on surfaces exposed to view by blending white portland cement and standard portland cement so that,when dry,patching mortar will match surrounding color.Patch a test area at inconspicuous locations to verify mixture and color match before proceeding with patching. Compact mortar in place and strike off slightly higher than surrounding surface. 3. Repair defects on concealed formed surfaces that affect concrete's durability and structural performance as determined by Owner. D. Repairing Unformed Surfaces: Test unformed surfaces,such as floors and slabs,for finish and verify surface tolerances specified for each surface. Correct low and high areas. Test surfaces sloped to drain for trueness of slope and smoothness;use a sloped template. 1. Repair finished surfaces containing defects. Surface defects include spalls,popouts,honeycombs, rock pockets,crazing and cracks in excess of 0.01 inch wide or that penetrate to reinforcement or completely through unreinforced sections regardless of width,and other objectionable conditions. 2. After concrete has cured at least 14 days,correct high areas by grinding. 3. Correct localized low areas during or immediately after completing surface finishing operations by cutting out low areas and replacing with patching mortar.Finish repaired areas to blend into adjacent concrete. 4. Correct other low areas scheduled to receive floor coverings with a repair underlayment.Prepare, mix,and apply repair underlayment and primer according to manufacturer's written instructions to produce a smooth,uniform,plane,and level surface.Feather edges to match adjacent floor elevations. DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 5. Correct other low areas scheduled to remain exposed with a repair topping.Cut out low areas to ensure a minimum repair topping depth of 1/4 inch to match adjacent floor elevations.Prepare, mix,and apply repair topping and primer according to manufacturer's written instructions to produce a smooth,uniform,plane,and level surface. 6. Repair defective areas,except random cracks and single holes 1 inch or less in diameter,by cutting out and replacing with fresh concrete.Remove defective areas with clean, square cuts and expose steel reinforcement with at least a 3/4-inch clearance all around.Dampen concrete surfaces in contact with patching concrete and apply bonding agent.Mix patching concrete of same materials and mixture as original concrete except without coarse aggregate.Place,compact, and finish to blend with adjacent finished concrete. Cure in same manner as adjacent concrete. 7. Repair random cracks and single holes 1 inch or less in diameter with patching mortar. Groove top of cracks and cut out holes to sound concrete and clean off dust,dirt,and loose particles. Dampen cleaned concrete surfaces and apply bonding agent.Place patching mortar before bonding agent has dried.Compact patching mortar and finish to match adjacent concrete.Keep patched area continuously moist for at least 72 hours. E. Perform structural repairs of concrete,subject to Owner's approval,using epoxy adhesive and patching mortar. F. Repair materials and installation not specified above may be used,subject to Owner's approval. END OF SECTION 03 30 00 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 Solid Waste 1S14 Eubanks Road. NOT TO SCALE Reference Materials ONLY. 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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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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." 5.4 INDEMNIFICATION 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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.orangecountVnc.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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 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:AOF53191-262C-4CB2-B674-9AB9C758A904 47 END OF GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION-EXHIBIT 1 Revised 12/18 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 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 11/19 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 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 11/19 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 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. 2.1private 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 11/19 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 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 11/19 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 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 11/19 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 COUNTY OF ORANGE FINANCIAL SERVICES — PURCHASING PO BOX 8181 HILLSBOROUGH, NORTH CAROLINA 27278 ORANGE COUNTY BID NO. 20200429 May 22, 2020 ATTENTION: INTERESTED VENDORS Orange County requests your competitive quotation to furnish the item(s) listed below for Orange County Solid Waste Glass Recycling Concrete Pad, Solid Waste Glass Recycling Concrete Pad 1514 Eubanks Road, Chapel Hill, NC. A site visit is recommended. By submission of a bid the contractor acknowledges he/she fully understands the extent of the project. Please send this quotation to the Orange County Purchasing Agent-JovanaAmaro, via email to jamaro orangecount n�c.gov by June 5, 2020 at 2:00 PM ITEM # COMMODITIES/GOODS OR SERVICES 1 ORANGE COUNTY SOLID WASTE LANDFILL PROJECT: The scope of work includes installing a concrete pad for glass recycling. The pad shall be 50' x 22' x 8". Refer to specifications attached "SECTION 03 30 00—BUILDING CAST-IN-PLACE CONCRETE" and "SECTION 07 92 00- JOINT SEALANTS". The site shall be graded to allow for new pad and existing pad to be flush once new pad has been installed. See attached pictures for existing soils at the site. The top 12" of soil are suitable for compaction to meet the specifications. The new pad and existing pad shall remain two separate pads with expansion material and joint sealant between the two pads per manufacturer's recommendations. The existing pad edge shall be cleaned and filled without additional saw-cutting. See section 07 92 00 -JOINT SEALANTS The new pad shall be installed using #5 rebar tied 12" centers both directions. PLEASE STATE FIRM DELIVERY TIME TO START AFTER RECEIPT OF PURCHASE ORDER: )z) DAYS PLEASE STATE NUMBER OF DAYS TO COMPLETE THE PROJECT AFTER COMMENCEMENT: 5 DAYS Orange County Bid Solid Waste Glass Recycling Concrete Pad Page #1 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 **SEE ATTACHED INSTRUCTIONS TO BIDDERS** License.�, Ik (if applicable) FIRM NAME 'TftAm� BY (Proposal must be signed in writing) ADDRESS '60X H4 FAX: 7TI�VA TELEPHONE: EMAIL: tt,d�,ri�\e �►�� cr�� :R ,y� �' l��n►A�� t::'Y` Orange County Bid Solid Waste Glass Recycling Concrete Pad Page#2 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 COUNTY OF ORANGE FINANCIAL SERVICES — PURCHASING PO BOX 8181 r7 405 Meadowlands Drive HILLSBOROUGH, NORTH CAROLINA 27278 Instructions to Bidders 1.All bids and proposals shall be for furnishing apparatus, supplies, materials, equipment and/or work and services in accordance with the applicable plans and specifications prescribed by Orange County. Plans and/or specifications may be obtained at the Orange County Finance Department Purchasing Division, 405 Meadowlands Drive, Hillsborough, North Carolina, 27278. 2.Orange County reserves the right to: o award lowest responsible bidder that is responsive, o to reject any or all bids, o And to waive minor irregularities. 3.The successful bidder shall comply fully with the requirements of General Statutes, Section 143-129 and 143-131, as amended. This is an informal range;therefore there will not be a formal opening. Results will be made available after award. 4.In the event of default by any contractor or vendor Orange County may procure from other sources whatever service or item is being bid, and holds the contractor responsible for any excess cost occasioned thereby. 5.Payment by check is due thirty days after completion and inspection unless otherwise specifically provided; subject to any discounts allowed. 6.North Carolina sales and use tax shall be included in the bid amount. 7.Bids submitted via email to jamaro@orangeountync.gov. 8.Proposals received after opening date and time shall not be considered. 9.Bids must be signed and submitted on the attached form of proposal 10. The successful contractor shall be responsible for obtaining all permits and inspections. 11. The successful contractor shall be required to agree to and sign the Orange County Construction Agreement (copy attached). Among the items included in that agreement are the County's Insurance requirements and sales tax. 12. All contractors are hereby notified that they must have proper license under the State laws governing their respective trades. Please display license number on your submittal. 13. Please direct questions concerning this bid document to Jovana Amaro, Purchasing Agent,Orange County Financial Services, (919)245-2651 or via email at jamaro@orangecountync.gov. Please direct any questions about the scope, site visit, details of the work, or the proposal to: Blair Pollock, Solid Waste Planner, Orange County Solid Waste Administration 919)968-2788 bpollock()oranaecountVnc.gov. 14. A site visit is recommended. By submission of a bid the contractor acknowledges he/she fully understands the extent of the project. 15. HB786 imposes E-Verify requirements on contractors who enter into certain contracts with state agencies and local governments. The legislation specifically prohibits governmental units from entering into certain contracts"unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the General Statutes." (Article 2 of Chapter 64 establishes North Carolina's E-Verify requirements for private employers). It is important to note that the verification requirement applies to subcontractors as well as contractors. The new laws specifically prohibit governmental units from entering into contracts with contractors who have not(or their subs have not)complied with E-Verify requirements. Complete the attached affidavit, and include it with your submittal. Orange County Bid Solid Waste Glass Recycling Concrete Pad Page#3 DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY ************************** 1, dam` (the individual attesting below), being duly authorized by and on behalf of 71ML- (the entity bidding on project hereinafter"Employer") after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E-Verifyis 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 authorization of newly hired employees pursuant to federal law in accordance with NCGS §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 organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No) a. YES 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 tl day of k t e, �. Signature of Affiant Print or Type Name: �)cAC� State of North Carolina, hzlt County D Signed and sworn to (or affirmed) before me,this the o day of J;,/,It' , 20.2,tQ v' z My Commission Expires: 2. -1 .3 Nr 1c_1 d�� P�tiJ ttr�r Notary Public J °.' DocuSign Envelope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 Attachment A Bid Proposal Form: Orange County Solid Waste Glass Recycling Concrete Pad Contractor agrees to furnish all materials, labor, concrete and any other supplies necessary to complete the above work,for the sum of: $ t , 1' 5.00 Total • All work must be completed within 80 days of the project start date (approx.June 15, 2020) • Contractor is willing to participate in the County's"DocuSign"digital contracting process and enter into a standard contract with the County. (Signature of Contractor) (Date) Attachments: 1. Solid Waste Concrete Pad SECTION 03 30 00 — BUILDING CAST-IN-PLACE CONCRETE 2. Solid Waste Concrete Pad SECTION 07 92 00 - JOINT SEALANTS 3. Solid Waste Concrete Pad Reference Materials ONLY �)D,)A bec, AN*1 -���v� �bo�� 3�ae.� '%O� V � (�..�kel4,Nt,c'.:� .�� C Orange County Bid Solid Waste Glass Recycling Concrete Pad Page#4 DocuSign�elope ID:AOF53191-262C-4CB2-B674-9AB9C758A904 1 OP ID: NJE A`164 ��o CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 11/16/2020 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 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 CONTNAME: Natalie Engelhart The Sorg!Insurance Agency PHONE FAX 16 Consultant Place Suite 102 Insurance No Ext:919-682-4814 AIc,No): 919-682-4906 Durham, NC 27707 E-M-ADDRESS: natalie@sorgiinsurance.com James E.Sorgi,CIC PRODUCER TRIALAN CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED Triangle Landscaping Inc. INSURER A:Erie Insurance Exchange 26271 Brad Lewis dba INSURER B P O Box 144 Stem, NC 27581 INSURER C: INSURER D: 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 EFF POLICY EXP LIMITS LTR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X Q2726204479 03/26/2020 03/26/2021 DAMAGE TO RENTED 1 000 000 PREMISES Ea occurrence $ CLAIMS-MADE � OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY JEC T PRO- LOG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 75U,000 (Ea accident) A ANY AUTO Q032630379 03/26/2020 03/26/2021 BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ X SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (PER ACCIDENT) NON-OWNED AUTOS $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TOR,LIMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN Q872600559 03/26/2020 03/26/2021 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? ❑Y N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 . I � 1 7 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Orange County is an additional insured as respects general liability arising from ghe insureds operations,as required by written contract. CERTIFICATE HOLDER CANCELLATION ORANGEC 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. attn: Blair Pollock PO BOX 8181 AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD