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HomeMy WebLinkAbout2021-562-E-AMS-Grounded Engineering-Sportsplex Stormwater InvestigationRevised 06/21 1 [Departmental Use Only] TITLE Splex SW Review FY 2021-2022 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 15th day of October, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Grounded Engineering, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Professional Civil Engineering Services ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 Revised 06/21 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 Revised 06/21 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Orange County Sportsplex Stormwater Investigation to include Site Stormwater investigation, make recommendations to assist Orange County in identifying and resolving site related stormwater issues per proposal dated September 17, 2021. 4. Duration of Services a. Term. The term of this Agreement shall be from October 15, 2021 to June 30, 2022. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be October 18, 2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Five Thousand Dollars ($5,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 Revised 06/21 4 decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 Revised 06/21 5 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. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 Revised 06/21 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/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. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 Revised 06/21 7 County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:A. Barnes Grounded Engineering, Inc. P.O. Box 8181 4909 Liles Road Hillsborough, NC 27278 Raleigh, NC 27606 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Sean Dolle, Project Manager Printed Name and Title DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 10/6/202110/12/2021 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Grounded Engineering, Inc. Party/Vendor Contact Person: Sean Dolle (sean@grounded- engineering.com) Contact Phone: 919.438.3694 Party/Vendor Address: 4909 Liles Road City Raleigh State: NC Zip: 27606 Department: AMS/Splex Amount: NTE: $5000.00 Purpose: Sportsplex Stormwater Investigation Budget Code(s): 54540030-870000 Vendor # 67309 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 10/15/2021 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ 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:_________ DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 10/6/2021 10/7/2021 10/12/2021 10/12/2021 September 17, 2021 Angel Barnes Capital Projects Manager Orange County Asset Management Services 300 West Tryon Street Bldg B 3rd Floor, Office 10 Hillsborough, NC 27278 RE: Orange County Sportsplex Stormwater Investigation Project Proposal for Civil Engineering Services Hillsborough, North Carolina Dear Angel: Thank you for your consideration of Grounded Engineering, Inc. (GROUNDED) for engineering design and consulting services for this project. I am excited for the opportunity to work with you and your team on this project. I will serve as the primary point of contact for Grounded Engineering for the life of this project. PROJECT UNDERSTANDING Based on our recent conversations and research performed thus far, I understand the following regarding the project requirements and desired goals. • The subject project is located in Hillsborough, North Carolina at 101 Meadowlands Drive and is identified by Orange County as PIN 9874711038. The parcel is approximately 16.2 acres in size according to Orange County GIS information; • The subject parcels are owned by Orange County; • The subject parcel is currently developed with multiple buildings, parking, and supporting infrastructure; • It is our understanding that the owner is experiencing stormwater issues on the site that have potentially resulted in water issues associated with the primary building on site. Orange County would like Grounded Engineering to investigate site conditions to determine if there are any areas potentially contributing to building issues; • Orange County will provide copies of all historical documentation associated with the development of the site for Grounded Engineering to review such as design drawings, asbuilt plan, environmental and geotechnical reports; • At this time, there are no anticipated design services associated with this project; Should any of the above information or assumptions be inconsistent with the planned project, we request that you contact us immediately to allow us to make any necessary modifications to this proposal. TASK 1 – Site Stormwater Investigation: Grounded will make multiple site visits to discuss the site issues with Orange County and other key stakeholders. Following these discussions and site observations, Grounded will prepare a report with recommendations and actions to assist in identifying any site related stormwater issues that may be contributing to the building issues. DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 While Grounded will make recommendations to assist the owner in identifying and resolving site related stormwater issues, Grounded cannot make any guarantees that the recommendations will resolve the building concerns. DELIVERABLES Grounded will provide electronic copies of all reports at major milestones. PROJECT SCHEDULE A project schedule has not yet been discussed or agreed upon. PROJECT ASSUMPTION & EXCLUSIONS This proposal assumes the following  No liability is assumed for the accuracy of other consultant’s work (i.e. Planner, Architect, Surveyor, Landscape Architect, Geotechnical Engineers, Environmental Consultants, etc.) or information provided by others used in the production of our documents; Based on our understanding of the project needs, the following services have been specifically excluded from this proposal:  Any item not specifically defined in this proposal;  Any design related services;  Environmental studies (including wetland delineation, buffer determination, seasonal high water determinations, and associated permitting);  Flood study evaluations and permitting;  Construction survey services;  Geotechnical engineering (including pavement design);  Structural engineering and/or evaluation (including retaining wall design);  Specifications;  Site Quantity Take-offs (including earthwork);  Construction cost estimating;  Representation for court appearances for litigation, or preparation for the same;  Certifications;  As-Built / Record drawings; CLIENT RESPONSIBILITIES It shall be the responsibility of the Client to provide the following:  Any electronic information that has been obtained or developed for this site, including but not limited to, an existing condition survey (boundary and topo), geotechnical report, and all current conceptual site plans;  Access to the site;  Payment of all application, review, and permit fees; DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01  Payment of all invoices per the conditions of the agreement; FEE SCHEDULE We propose to contract on an hourly basis for services performed, except where specifically noted below. At this time, we estimate that the hourly time on this project will not exceed $5,000. Task Grounded Engineering Task Fee 1 – Site Stormwater Investigation $ HOURLY We will not exceed the above fees without prior client approval. However, we reserve the right to revisit this proposal and fee if the project is delayed more than 60 days from the time of this proposal or if the project is delayed longer than 120 days once a contract is signed. UNIT RATES The following are the hourly rates for Grounded Engineering. These rates will be used for the hourly construction observation noted herein this proposal as well as any items that are considered outside of the scope of services provided in this proposal: Classification Hourly Rate Project Manager (Sean Dolle) $ 130 RESIMBURSABLES The following are reimbursable rates applicable to the scope of services provided in this proposal. Items listed below have not been included in the above listed project fees and will be invoiced as a separate line item on a monthly basis: Classification Rate Mileage $0.58/mi Reproductions/Courier As incurred Postage/Express Mail As incurred Conditions of the Agreement Grounded Engineering, Inc. (GROUNDED) and Orange County (CLIENT) For Orange County Sportsplex Stormwater Investigation (PROJECT) 1.0 Payments on Account 1.1 Invoices for GROUNDED services shall be submitted, at GROUNDED’s option, either upon completion of any phase of service or on a monthly basis. Invoices shall be payable when rendered and shall be considered Past Due if not paid within 30 days after the invoice date. 1.2 Any inquiry or questions concerning the substance or content of an invoice shall be made to GROUNDED in writing within 10 days of receipt of the invoice. A failure to notify GROUNDED within this period shall constitute an acknowledgment that the service has been provided and is correct. DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 2.0 Late Payments 2.1 A service charge will be charged at the rate of 1.5% (18% annual percentage rate) per month or the maximum allowable by law on the then outstanding balance of PAST DUE accounts. In the event any portion of an account remains unpaid 90 days after billing, the CLIENT shall pay all costs of collection, including reasonable attorney’s fees. 2.2 In the event that any portion of an account remains unpaid 30 days after billing, GROUNDED may, without waiving any claim or right against the CLIENT, and without liability whatsoever to the CLIENT, suspend or terminate the performance of all services. 3.0 Insurance 3.1 GROUNDED shall secure and endeavor to maintain professional liability insurance, commercial general liability insurance to protect GROUNDED from claims for negligence, bodily, injury, death or property damage which may arise out of the performance of GROUNDED’s services under this Agreement, and from claims under the Worker’s Compensation Acts. GROUNDED shall, if requested in writing, issue certificate confirming such insurance to the CLIENT. 4.0 Indemnifications 4.1 The CLIENT shall indemnify and hold harmless GROUNDED and all of its personnel, from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) to the extent they are caused by the negligent act, error, or omissions by the CLIENT in performance of its services under this Agreement, subject to the provisions in the paragraph below on Limitations of Liability. 4.2 GROUNDED shall indemnify and hold harmless the CLIENT and its personnel from and against any and all claims, damages, losses, and expenses (including reasonable attorney’s fees) to the extent they are caused by the negligent act, error, or omissions by GROUNDED in performance of its services under this Agreement, subject to the provisions in the paragraph below on Limitations of Liability. 5.0 Limitations of Liability 5.1 In recognition of the relative risks, rewards and benefits of the PROJECT to both the CLIENT and GROUNDED, the risks have been allocated such that the CLIENT agrees that, to the fullest extent permitted by law, GROUNDED’s total liability to the CLIENT for any and all injuries, claims, losses, expenses, damages or claim expenses rising out of this Agreement, from any cause or causes, shall not exceed the total sum paid on behalf of or to GROUNDED by its insurers in settlement or satisfaction of Owner’s claims under the Terms and Conditions of GROUNDED’s insurance policies applicable there to. Such causes include, but are not limited to, GROUNDED’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty. 6.0 Reuse of Documents 6.1 All documents including calculations, computer files, drawings, and specifications prepared by GROUNDED pursuant to this Agreement are instruments of professional service intended for the one- time use in construction of this PROJECT. They are and shall remain the property of GROUNDED. Any reuse without written approval or adaptation by GROUNDED is prohibited. 7.0 Opinion of Probable Construction Costs 7.1 GROUNDED’s opinion of probable construction costs, if rendered as a service under this Agreement, is based on assumed labor costs and approximate quantities of material and equipment, and therefore is of a conditional character. GROUNDED cannot guarantee the cost of work to be performed by others since market or bidding conditions can changes at any time and changes in the scope or quality of the PROJECT may affect estimates. DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 8.0 Mediation 8.1 The parties hereby agree that, they shall endeavor to resolve their claims by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the construction industry mediation rules of the American Arbitration Association. Once a dispute or claim has arisen between the parties, mediation shall be conducted as soon as practicable. Either party may request mediation to any claims or disputes, at any time, by serving the other party with a written request for mediation setting forth the claim(s) or dispute(s) that are to be the subject of the mediation. The parties shall share any mediator fees and any filing fees equally. In addition, any Agreement reached in mediation shall be enforceable as a binding settlement Agreement in any court having jurisdiction over such Agreement. 9.0 Termination 9.1 Either party may terminate this Agreement at any time by written notice. Upon such termination, GROUNDED shall be compensated for all work performed, pursuant to this Agreement, prior to receipt of said written notice. 10.0 Severability 10.1If any term or provision of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, such holding shall be applied only to the provision so held, and provision shall be modified if possible, to fulfill the intent of the parties as reflected in the original provision. The remainder of this Agreement shall remain in full force and effect to the fullest extent permitted by law. SUMMARY If this proposal is acceptable, please sign and return a copy of the proposal. A copy will be executed and one will be returned to you for your files. We appreciate the opportunity to provide you services and we look forward to working with you on this project. If you have any questions, please contact me directly at sean@grounded-engineering.com or 919.621.3671. CLIENT GROUNDED ____________________________________________ ____________________________________________ Name Name ____________________________________________ ____________________________________________ Title Title ____________________________________________ ____________________________________________ Signature Signature ____________________________________________ ____________________________________________ Date Date DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 09/27/2021 Creative Insurance Solutions 1321 N. Main Street Fuquay Varina NC 27526 Joe Honeycutt (919) 557-9085 (919) 557-5670 joe@creativeinsurancesolutions.com Grounded Engineering Inc 4909 Liles Rd Raleigh NC 27606 Sentinel Insurance Company LTD 11000 Amguard 42390 CL2181013858 A 22SBMUG3435 02/18/2021 02/18/2022 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 B Y R2WC067448 08/20/2021 08/20/2022 100,000 100,000 500,000 Orange County PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01 10/06/2021 Insurance Management Consultatnts, Inc P.O. Box 2490 Davidson NC 28036 (704) 799-1600 (704) 799-2955 cert@impls.com Grounded Engineering, Inc. 4909 Liles Road Raleigh NC 27606 RLI Insurance Company 13056 21-22 A Professional Liability RDP0039227 04/10/2021 04/10/2022 Per Claim $1,000,000 Aggregate $2,000,000 Orange County Asset Management Services 300 West Tryon Street Bldg B 3rd Floor Office 10 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: EB45939F-586E-4244-AF44-AD5DC5B50D01