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2021-633-E-Solid Waste-UMA Geotechnical Construction-Change Order Retaining Wall Repair
DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 ORANGE COUNTY CHANGE ORDER REQUEST NORTH CAROLINA Date: 10-18-21 Project: Retaining Wall Repair Change Order No. 1 Department: Solid Waste Department Address: 1207 Eubanks Rd., Chapel Hill, NC Project: White Goods and Metal Pad Retaining Wall Repair Contractor: UMA Geotechnical Construction, Inc. Contractor Address: 8815 Neville Road, Colfax, NC Effective date of original contract: July 19, 2021 This change order® increases ❑ decreases the contract time by 60 days. Check here if no impact to contract time ❑. Will this change order impact the date of substantial completion? ® Yes ❑ No. If yes,the amended date of substantial completion is: Full Description of Change: Originally planned soil anchors will not penetrate the area and are being changed to rock anchors. Changes are set forth on Attachment 1. Reason for Change: The proposed anchors, "Platipus B4 and 136", where to be installed in soil beneath the base of the white goods slab. Upon discovering that the soil auger would not penetrate the hard layer beneath the ground surface it was realized that a soil anchor would not be acceptable as the anchor would need to be capable of being installed properly in rock(or a very hard confining layer). A specific type anchor using a wedged disk is recommended for installation in this type material,which can be referred to as a rock anchor. Original contract sum: $ 29,920.00 Contract sum prior to this change order: $ 29,920.00 Amount of this change order: $ 12,181.00 Total sum of the contract including this change order: $42,101.00 This change order is executed to amend the contract time or contract sum. It shall not be construed to impact the original contract, project, services, or work in any other manner. All other terms of the Original Contract remain in effect. DocuSigned by: DocuSigned by: ovrMpmuted this 22nd day of Octob r, 021.. rr l� 6V1Wt1 t�A^KiW� 277682CCAD224AD... Contractor Owner Architect (when retained) By: president By: County Manager By: Revised 06/21 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Revised 06/21 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: UMA Geotechnical Construction, Inc. Party/Vendor Contact Person: Luke McFetters Contact Phone: 336-339-1198 Party/Vendor Address: 8815 Neville Road City Colfax State: NC Zip: 27235 Department: Solid Waste Amount: $12,181 Purpose: Change Order Retaining Wall Repair Budget Code(s): 50351020-630000 Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one)New❑ Renewal ® Amendment ❑ Effective Date 10-22-21 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: FrZ �lw . s�ed by: Department Director's Signature Date:10/26/2021 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 dpmgpggystandards, specifications,and requirements: Office of the Risk Management Officer &A, Ch u.�lb Date:10/27/2021 7FDCF9176800498... Financial Services This instrument has been pre-audited in ?iar9"uired by the Local Government Budget and Fiscal Control Act: 10/27/2021 Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to lea 8Pftftl 0ifficiency: , 6st fL at,lyiVu 10/27/2021 Office of the County Attorney gCSFsn MPOR9AP6 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: Revised 06/21 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 lent FORCED CHANGE ORDER Date: 9/29/2021 1 Jobo.: 21-13280 1 LostTime Request# 1 rojec:Metal and White Goods Wall I Gontract Owner.Orange County Reference:Costs associated with change in project scope of work Description of Work: This change order is being issued for the costs-fated with the change of project scope at Metal and White Goods Well.UMA attempted to install driven anchors to a depth of 20'and hit refusal at 7'.After multiple attempts.UMA determined that driven anchors would not be applicable for the actual conditions-untered.This change order encompasses the cost associated with the installation of hallow bar for the purpose of retaining the structure. LABOR Name NAME Craft Reg Hours Rate OT Hours Rate Amount Project Manager Organization 2 $ 95.00 0 $142.50 $ 190.00 (DEDUCT)Superintendent Install -40 $ 43.00 0 $64.50 $ (1,720.00) (DEDUCT)Laborer Install -40 $ 21.00 0 $31.50 $ 840.00 (DEDUCT)Laborer Install -40 $ 21.00 0 $31.50 $ 840.00 DEDUCT Laborer Install -40 $ 21.00 0 $31.50 $ 840.00 Superintendent Install 50 $ 43.00 0 $64.50 $ 2150.00 Laborer Install 50 $ 21.00 0 $31.50 $ 1,050.00 Laborer Install 50 $ 21.00 0 $31.50 $ 1050.00 Laborer Install 50 $ 21.00 0 i $31.50 $ 0050.00 Sub-Total Labor Cost $ 1,250.00 O&P 5% $ 62.50 Labor Burden 10% $ 125.00 Labor Total $ 1,437.50 MATERIAL AND EXPENDABLE EQUIPMENT DATE Description Unit I Quantity Rate Amount (DEDUCT)Plati us B4 Anchor EA 1 -4 $ 65.00 $ 260.00 (DEDUCT)Plati us B6 Anchor FA -4 $ 90.00 $ 360.00 (DEDUCT)#6 WF Threaded Bar 10'in length,Galvanized FA -16 S 14.00 $ 224.00 (DEDUCT)#6 WF Coupler for Galvanized Bar FA -8 $ 6.00 $ 48,00 (DEDUCT)WF Hex Nut Galvanized FA -8 S 3.75 $ 30.00 (DEDUCT)#6 WF Galvanized Washer EA -8 S 0.70 $ 5.60 (DEDUCT)Freight EA -1 $ 15000 $ 30.00 Titan 30111 Hollow Bar,3m alv. JNiht 16 $ $ 1 341.76 Titan 30111 Coupling Nut alv. 8 $ $ 175.52 Titan 30 Spherical Collar Nut hot alv. 8 $ $ 87.04 Titan 30 Wedge Disc 12 DEG alv. B $ $ 138.88 Titan 30 hardened clay bit 75 mm 8 $ $ 400.00 Portland I-11 CIF 10 $ $ 130.00 (DEDUCT)Crew Hotels(2 men per room+1 for super)total of 3 rooms er ni hl -12 $ 100.00 $ 1,200.00 Crew Hotels(2 men per room+1 for super)total of 3 rooms per night Night 15 $ 100.00 $ 1,500.00 (DEDUCT)Equipment Fuel GAL -15 $ 2.85 E ui ment.Fuel GAL 45 $ 2.85 $ 128.25 (DEDUCT)Travel Fuel GAL -25 $ 2.85 $ 71.25 Travel Fuel GAL 38 $ 2.85 $ 108.30 Deduct Per Diem 40 dollars per dayper person) EA -16 $ 40.00 $ 640.00 Per Diem 40 dollars per dayper person) FA 20 $ 40.00 $ 800.00 Material Subtotal $ 1,940.90 O&P 5% $ 97.05 Sales Taxes 7.50% $ 145,57 Shipping $ 1,200.0o Material Total $ 3,383.51 EQUIPMENT DATE Description Unit Quantity Rate Amount (DEDUCT)Bobcat Mini Excavator DAY -4 $ 168.30 $ 673.20 (DEDUCT)Chevy 3500 DAY -4 $ 62.05 $ 248.20 - (DEDUCT)Chevy 2500 DAY -4 $ 61.22 $ 244.88 (DEDUCT)Job Trailer DAY 4 $ 91.40 $ 365.60 - (DEDUCT)Generator DAY 4 $ 71.02 $ 284,08 - Grout Plant WEEK 1 $ 378.10 $ 378.10 - John Deere 333G Skid Steer WEEK 1 $ 1,190.11 $ 1,190.11 Chevy 4500 WEEK 1 1$ 771.22 $ 771.22 Chevy 3500 WEEK 1 $ 246.38 $ 246.38 Air Compressor WEEK 1 $ 867.00 $ 867.00 - Doosan Excavator Drill WEEK 1 $ 2,070.72 $ 2,070.72 Generator/Welder WEEK 1 $ 283.18 $ 283.18 - Job Trailer WEEK 1 $ 369.57 $ 369.57 Equipment Subtotal $ 4,360.32 TAX 6.00% $ 261.62 OH&P 5% $ 218.02 EQUIPMENT TOTAL $ 4 839.96 SUBCONTRACTORS DATE Description I Unit Quantity Rate 1 Amount Subcontractor Hauler FA 2 $ 1200.00 1$ 2400.00 $ $ Subcontractor Subtotal $ 2,400.00 O&P 5.00% $ 120.00 Subcontractor Total $ 2 520.00 Sent From:Brian DeSpain,UMA Dale: Approved by: TOTAL THIS CO 1$ 12 180.97 Date: DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 [Departmental Use Only] TITLE UMA FY 21-22 NORTH CAROLINA CONSTRUCTION AGREEMENT UNDER$250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement"), made as of the 19th day of July, 2021, by and between UMA, Geotechnical Construction, 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, Construction Drawings, and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement. 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 CH as revised in the April 20, 2021 proposal from UMA(Sheet Sheet S 1.0-S 1.1 dated 10/30/2020) b. Written specifications prepared by the project engineer. c. UMA, Geotechnical Construction, Inc. proposal dated April 20, 2021 which fully describes the work to be performed. Such work will hereafter be called the "Work". d. Related documents listed under Section 1 above. Revised 07/20 1 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 3. TERM AND SCHEDULING a. The Contractor agrees to commence work pursuant to the written Notice to Proceed. b. The Contractor agrees to complete substantially all Work by October 25, 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. £ 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 Revised 07/20 2 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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. 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 Twenty-Nine Thousand Nine Hundred Twenty Dollars ($29,920.00). 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 114 Edinburgh South Dr Suite 200 Cary, NC 27511 and shall show substantially the value of work done during the previous calendar month. ii. The amount due for payment shall be ninety-five percent (95%) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month. Owner shall retain five percent(5%). 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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�partments/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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 http://www.oran eg couni"c. ov�/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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 UMA Attn: Robert Williams Attn: Brian P. DeSpain P.O. Box 8181 8815 Neville Road Hillsborough,NC 27278 Colfax,NC 27235 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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(Robert Williams) 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 i. Damages incurred by Owner for loss of use, income, financing, or business. ii. Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 FDocuSigned by: DocuSigned by: JjaWMC, fUMKit,V'5b j pia& P. �c,�paiw 063------65E47'... ... Signature Signature County Manager Brian P. Despain president Printed Name and Title Revised 07/20 9 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: UMA Party/Vendor Contact Person: Luke McFetters Contact Phone: 336-339-1198 Party/Vendor Address: 8815 Neville Road City Colfax State: NC Zip: 27235 Department: Solid Waste Amount: $29.920 Purpose: Retaining Wall Repair Budget Code(s): 50351020-630000 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date July 6, 2021 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/etd11by: pbut (AW MS 7/13/2021 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: Risk Management This agreement is approved for sufficiency of'osuratwftssamdards, specifications,and requirements: QuSa. rbvvtclTb 7/13/2021 Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the[7im"uhsed by the Local Government Budget and Fiscal Control Act: +� 7/14/2021 Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal f ^adsfimiency: Office of the County Attorney Date: 7/14/2021 SF3CDD"FQ65L"F 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Draper Aden Associates Eniziueerhrg • Sm'rcrarrg L}nirarruelrlrrl Seri^roes 114 Edinburgh South Drive Suite 200 Cary,North Carolina 27511 919.827.0864 www.daa.com February 1, 2021 RE: REQUEST FOR PROPOSALS Orange County solid Waste Management—Metal and White Goods Retaining Wall Repair Draper Aden Associates Project No. R00592-204ST2 Draper Aden Associates is soliciting proposals for the repair of two retaining walls. Work shall include all necessary excavation, shoring, backfill, and associated site work as shown in the construction drawings and detailed in the project specifications package, as well as in accordance with Orange County standards, and the NEC. Proposals will be received by Draper Aden Associates at 114 Edinburgh South Drive, Suite 200, Cary, North Carolina, 27S11 until 2:00 PM (Local Time), Thursday, February 18th, 2021. Proposals must be emailed to saandy@daa.com and rowilliams@orangecountync.gov. Please confirm receipt of email. The Contract Documents may be obtained from the following locations: Draper Aden Associates Planroom: www.DAA.com Then Click"PLANROOM" Please feel free to use the service of your choice for hard copies of plans and specifications. Work is to be substantially completed within 30 calendar days after the date when the contract times commence and ready for final payment within 60 calendar days. Should you have any questions, please do not hesitate to contact me at 919-827-0909. Sincerely, Draper Aden Associates Steven R. Gandy, P.E. Chief Engineer Attachment: Orange County Waste and Recycling—Wastewater Disposal System Project Manual Orange County Waste and Recycling —Wastewater Disposal System Plans Cc: Bruce Woody Cheryl Young Andrew Martin File 131aeksbuig •('harlollesville •A/mrassas •Nciiporl News • Richmond• Higiuia Beach P'gvelieville •Raleigh DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Draper Aden Associates -Engineering • Surveying • Environmental Services 114 Edinburgh South Drive Suite 200 Cary,North Carolina 27511 919.827.0864 www.daa.com Addendum No. 1 Metal and White Goods Wall Repair Orange County Solid Waste February 2/15/2021 DAA Project No.R00592-204ST2 All bidders are to take into consideration the following before preparing their bid for submission. 1 Delete existing Construction Agreement. Insert New Construction Agreement(Attached). 2 The bid date has changed. All bids and accompanying forms are due to be submitted via email by Tuesday March 23, 2021 at 2pm. Bids are to be emailed to BOTH sgandy@daa.com and i-owiiliamsQorangecouiityiic.gov. 3 A Bid Bond is not required for this work. 4 All other conditions remain the same. All other conditions remain the same. '06 l r SE,qL Sincerely, 31020 4 •�'��'C 11V E:•"•Draper Aden Associates A ` ' Qti Steven R. Gandy, Ph.D.,P.E. Chief Engineer Blacksburg•Charlottesville •Manassas •Newporl News •Richmond• Firginia Beach Favelteirille •Raleigh DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 [Departmental Use Only] TITLE Metal and White Goods Wall FY 2021 NORTH CAROLINA CONSTRUCTION AGREEMENT UNDER$250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement"), made as of the day of , 20 , by and between , (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, Construction Drawings, and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement. 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 CH (Sheet S 1.0-S 1.1 dated 10/30/2020) b. Written specifications prepared by the project engineer. c. The proposal dated Feb 1st, 2021 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 a. The Contractor agrees to commence work pursuant to the written Notice to Proceed. b. The Contractor agrees to complete substantially all Work by , 20 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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 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 114 Edinburgh South Dr Suite 200 Cary, NC 27511 and shall show substantially the value of work done during the previous calendar month. ii. The amount due for payment shall be ninety-five percent (95%) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month. Owner shall retain five percent(5%). 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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 littp://www.orangecountync.gov/departments/purchasing division/contracts.yhp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here NA (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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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 http://www.oranp,ecountync.gov/depailments/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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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 Attn: Robert Williams P.O. Box 8181 Hillsborough,NC 27278 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 (Steven R. Gandy,Ph.D.,P.E.)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.orangecoupVnc.jzov/departments/Ttirchasing division/c_a_ntracts.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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 i. Damages incurred by Owner for loss of use, income, financing, or business. ii. Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. 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). H. 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 adi. 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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 Signature Signature County Manager Printed Name and Title Revised 07/20 9 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: Party/Vendor Contact Person: Contact Phone: Party/Vendor Address: City State: Zip: Department: Amount: Purpose: Budget Code(s); Vendor # (N/A if new vendor) Vendor is a BOCC consultant? Yes❑ No[] Contract Type: (Clieck one)New ❑ Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director's Signature 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: 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: Revised 07/20 10 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 ORANGE COUNTY SOLID WASTE MANAGEMENT METAL AND WHITE GOODS RETAINING WALL REPAIR ORANGE COUNTY NORTH CAROLINA PROJECT MANUAL AMP- ORANGE COUNTY NORTH CAROLINA Released for Proposal Not for Construction Prepared By: Draper Aden Associates Engineering • Surveying • Environmental Services DAA Project Number: R00592-204ST2 January 2021 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 TABLE OF CONTENTS Formof Proposal......................................................................................................: 1-2 Technical Specifications Submittal Procedures...................................................................................013300: 1-6 Quality Control .............................................................................................014500: 1-3 Product Requirements..................................................................................016000: 1-3 Execution Requirements ..............................................................................017000: 1-2 Technical Specifications Helical Piers: ................................................................................................316613: 1-4 Appendices Appendix 1 — Project Drawings ...............................................................................: 1-2 Appendix 2 — Rebar Location .................................................................................: 1-3 Appendix 3 — Construction Documentation..............................................................: 1-61 Appendix 4 — Insurance Requirements .................................................................: 1-2 Appendix 5 —Affidavit, Non-Discrimination Certificate and Non-Discrimination Ordinance....................................................: 1-8 Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair TOC - 1 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 FORM OF PROPOSAL Contract: Metal & White Goods Retaining Orange County Solid Waste and Recycling Wall Repair PO Box 8181 Hillsborough, NC 27278 Bidder: Date: The undersigned, as bidder, hereby declares that the only person or persons interested in this proposal as principal or principals is or are named herein and that no other person than herein mentioned has any interest in this proposal or in the contract to be entered into; that this proposal is made without connection with any other person, company or parties making a bid or proposal; and that it is in all respects fair and in good faith without collusion or fraud. The bidder further declares that he has examined the site of the work and the contract documents relative thereto, and has read all special provisions furnished prior to the opening of bids; that he has satisfied himself relative to the work to be performed. The Bidder proposes and agrees, if this Proposal is accepted, to contract with the Engineer in the form of contract specified, to furnish all necessary materials, equipment, machinery, tools, apparatus, means of transportation and labor necessary to complete all construction of the subject project in accordance with the Drawings, and Specifications, to the full and entire satisfaction of the Orange County and the Engineer, with a definite understanding that no money will be allowed for extra work Contract Documents or executed change oreder for the sum of: SINGLE PRIME CONTRACT: Description Unit Estimated Total Cost Quantity Retaining Wall Repair with Helical Piers LS 1 Items, materials not specifically identified as a unit line item, but nesscessary to complete the project as shown on the plans and in the technical specifications are considered incidental and shall be included in the cost of one of the line items above. Contractor shall determine which line item to include the additional costs based on related items or the sequencing of tasks. Total Base Bid Price: Dollars($) (In Words) Contractor License Number: The bidder further proposes and agrees hereby to commence work under this contract on a date to be specified in a written order of the designer and shall fully complete all work thereunder within the time specified in the General Conditions Article 13. Applicable liquidated damages amount is also stated in the General Conditions Article 13. DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Proposal Signature Page Respectfully submitted this day of (Name of firm or corporation making bid) WITNESS: By: Signature Name: (Proprietorship or Partnership) Print or type Title (Owner/Partner/Pres./V.Pres) Address ATTEST: By: License No. Title: Federal I.D. No. (Corp. Sec. or Asst. Sec. only) Email Address: (CORPORATE SEAL) Phone: Addendum received and used in computing bid: Addendum No. 1 Addendum No. 3 Addendum No. 5 Addendum No. 6 Addendum No. 2 Addendum No. 4 Addendum No. 6 Addendum No. 7 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SUBMITTAL PROCEDURES - 013300 PART 1 - GENERAL 1.1 SECTION INCLUDES A. This Section includes, but is not limited to, requirements for the following: 1. Submittal procedures 2. Construction progress schedule 3. Schedule of values 4. Project record documents 5. Certificates of compliance 6. Catalog data 7. Shop drawings 8. Manufacturer's installation procedures 9. Samples 10. Warranties 11. Spare parts and maintenance materials 1.2 SUBMITTAL PROCEDURES A. Transmit each submittal with cover letter to the Engineer: Tyrus Clayton, Jr. P.E. Draper Aden Associates — 114 Edinburgh South Drive, Suite 200 Cary, North Carolina, 27511 B Sequentially number transmittal forms. Re-submittals are to have original number with an alphabetic suffix. C. Cover letter for each submittal package shall list the following: 1. Contractor's Name: 2. Project Name: Metal and White Goods Retaining Wall Repair 4. Draper Aden Associates PN R00592-204ST D. Individual submittals shall each be listed by the following information: 1. Submittal reference number 2. Specification section number 3. Drawing and detail number when appropriate 4. Equipment 5. Type submittal 6. Supplier 7. Manufacturer E. Apply Contractor's stamp to each submittal signed or initialed and dated, certifying that Contractor has reviewed submittal for conformance with Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 33 00 - 1 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SUBMITTAL PROCEDURES - 013300 requirements of Contract Documents, and has coordinated submittal with related work. F. Schedule submittals to expedite Project, and deliver to coordinate submission of related items. Allow a minimum of fifteen (15) working days for Engineer's review. G. Identify variations from Contract Documents and Product limitations as they relate to the satisfactory performance of the Project. H. Provide space for Contractor and Engineer review stamps. I. Revise and resubmit submittals as required — identify changes made since previous submittal. J. Distribute copies of reviewed submittals to concerned parties. Instruct parties to promptly report inability to comply with provisions. K. Work requiring submittal review by Engineer shall not be started until review has been obtained. L. Engineer's review of submittals shall not relieve Contractor of responsibility for complete compliance with Contract Documents. 1.3 ADMINISTRATIVE SUBMITTALS A. Construction Progress Schedule 1. Submit five (5) copies of the initial progress schedule 15 days after date of Agreement. One copy shall be returned to the Contractor. 2. Progress schedule shall be, as a minimum, a horizontal bar chart with a separate line for each major section of Work. Identify the first workday of each week. 3. Show complete sequence of construction by activity, identifying Work of separate stages and other logically grouped activities. Indicate the early and late start, early and late finish, float dates, and duration. 4. Indicate the expected monthly par requests. 5. Submit revised schedule with each Application for Payment as required for updating, identifying changes since previous version. Indicate estimated percentage of completion for each item of Work at each submission. Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 33 00 - 2 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SUBMITTAL PROCEDURES - 013300 6. Indicate submittal dates required for critical shop drawings, product data, samples, and product delivery dates including those furnished by others and items listed under Allowances. 7. Indicate specific work sequences and requirements. B. Schedule of Values 1. Submit three (3) copies of the schedule of values at least three (3) weeks prior to the first partial payment request. Schedule shall divide the lump sum contract items into major work tasks. Use the table of contents as a guide for itemizing the schedule. Schedule will be used only as a basis for review of the Contractor's request for payment. 2. Engineer may request additional delineation of work tasks and supporting data of the values, as he deems appropriate. Revise schedule and resubmit. 3. Revise schedule to list approved Change Orders, with each request for payment. C. Project Record Documents 1. Maintain on site, one set of the following record documents; record actual revisions to the Work: a. Contract Drawings b. Contract Documents and Specifications C. Addenda d. Change Orders and other Modifications to the Contract e. Reviewed Submittals 2. Store Record Documents separate from documents used for construction. 3. Record information concurrent with construction progress. 4. Specifications: Legibly mark and record at each Product section description of actual Products installed, including the following: a. Manufacturer's name, product model and number b. Product substitutions or alternates utilized C. Changes made by Addenda and Modifications Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 33 00 - 3 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SUBMITTAL PROCEDURES - 013300 5. Record Documents and Shop Drawings: Legibly mark each item to record actual construction including: a. Measure and reference horizontal and vertical locations of underground utilities and appurtenances to permanent surface improvements. b. Field changes from construction Drawings. C. Details not on original Contract Drawings. 6. Submit documents to engineer with final Application for Payment. 1.4 TECHNICAL SUBMITTALS A. General: Submit the following, in the number indicated, as required by the individual sections of the technical specifications. B. Certificates of Compliance 1. Submit Manufacturer's Certificates of Compliance, in quantities specified for Shop Drawings. 2. Certificates shall certify that the Products delivered to the project are in conformance with the Specifications. 3. Certificates may be recent or previous test results on Product, but must be acceptable to Engineer. 4. Certification shall not relieve the Contractor of responsibility for complying with requirements of the Specifications. C. Catalog Data 1. Submit copies of manufacturers' standard catalog cuts of Products to be used in the Work. 2. When shop drawings are not required, the catalog data shall include the following as a minimum: a. Parts schedule that identifies the materials to be used in each of the various parts. b. Sufficient detail to serve as a guide for assembly and disassembly of the product and to serve as guide for ordering parts. 3. Mark each copy to identify applicable products, models options, and other data. Supplement manufacturers' standard data to Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 33 00 - 4 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SUBMITTAL PROCEDURES - 013300 provide information unique to this Work in the Shop Drawing submittal. 4. Submit the number of copies as follows: a. Products specified by a national standard: Submit three (3) copies. This data is for the general information of the Engineer and for use by the Owner for operation and maintenance and will not be returned to the Contractor. b. Other Products: Submit the number of copies specified for the Shop Drawing. D. Shop Drawing 1. Submit the number of copies that Contractor requires, plus three (3) copies that will be retained by Engineer. 2. Shop drawings shall consist of drawings, diagrams, illustrations, schedules, performance charts, brochures and other data, prepared specifically for a portion of the Work. Shop Drawings shall indicate the type, size, quantity, arrangement, location, mode of operation, component materials, utility connections, wiring and control diagrams, anchorages, supports, factory applied coatings, and other information necessary to ensure satisfactory fabrication, installation and operation of the completed Work. Shop Drawings shall establish the actual detail of manufactured or fabricated items, indicate proper relation to adjoining work, amplify design details of mechanical and electrical equipment in proper relation to physical spaces in the structure, and incorporate minor changes to design and construction to suit actual requirements. E. Manufacturer's Installation Procedures 1. Submit manufacturers' installation procedures to Engineer for review in the quantities specified for Shop Drawings. F. Samples 1. Submit samples as required by the individual specification sections. Samples shall be physical examples to illustrate the materials and workmanship. Submit in sufficient size and quantity to clearly illustrate the functional characteristics of the Product, with integrally related parts and attachment devices, and the full range of color to be provided. Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 33 00 - 5 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SUBMITTAL PROCEDURES - 013300 G. Warranties 1. Provide copies of Product warranties as required by the individual sections of the specifications. 2. Provide duplicate notarized copies. 3. Execute and assemble documents from Subcontractors, suppliers, and manufacturers. 4. Provide Table of Contents and assemble in three D side ring binder with durable plastic cover. 5. Submit prior to final Application for Payment. 6. For items of Work delayed beyond date of Substantial Completion, provide updated submittal within 10 days after acceptance, listing date of acceptance as start of warranty period. H. Spare Parts and Maintenance Materials 1. Provide recommended manufacturer's list of spare parts, maintenance, and extra material as specified in individual sections. END OF SECTION Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 33 00 - 6 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 QUALITY CONTROL - 014500 PART GENERAL 1.01 REQUIREMENTS INCLUDED A. General quality assurance and control B. References C. Manufacturer's instructions, certificates, field services, and reports D. Testing laboratory services. 1.02 RELATED REQUIREMENTS A. Section 013300 Submittal Procedures 1.03 GENERAL QUALITY CONTROL A. Maintain quality control over suppliers, manufacturers, products, services, site conditions, and workmanship, to produce work of specified quality. B. Comply with industry standards except when more restrictive tolerances or specified requirements indicate more rigid standards or more precise workmanship. C. Perform work by persons qualified to produce workmanship of specified quality. D. Secure products in place with positive anchorage devices and sized to withstand stresses, vibration, physical distortion, and disfigurement. 1.04 REFERENCES A. Conform to the referenced standards and Standard Specifications. B. Specific provisions of codes, regulations and standards may be referenced in individual Specifications to assist the Contractor and identify options selected by the Engineer. Such references do not relieve the Contractor from compliance with other applicable provisions of codes, regulations, and standards not specifically referenced. C. Should specified reference standards conflict with Contract Documents, request clarification from Engineer before proceeding. 1.05 MANUFACTURER'S INSTRUCTIONS AND CERTIFICATES A. Comply with manufacturer's instructions in full detail, including each step in sequence. Should instructions conflict with Contract Documents, request clarification from Engineer before proceeding. B. When required by individual Specifications Section, submit manufacturer's certificate that products meet or exceed specified requirements. Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 45 00 - 1 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 QUALITY CONTROL - 014500 1.06 MANUFACTURER'S FIELD SERVICES AND REPORTS A. When specified in respective Specification Sections, require supplier, manufacturer, or installer, to provide qualified personnel to observe field conditions, conditions of surfaces and installation; quality of workmanship; start-up of equipment; test, adjust, and balance of equipment as applicable; and to make appropriate recommendations. B. Manufacturer's representative shall submit a written report to Engineer listing observations, site decisions, and instructions that are supplemental or contrary to manufacturer's written instructions. The manufacturer's representative shall certify that the materials and/or equipment has been properly installed and is functioning correctly. 1.07 TESTING Provide all testing specified in individual Specification Sections. All testing services shall be arranged for and paid by the Contractor unless otherwise indicated in the Contract Documents. 1.08 INSPECTION AND TESTING LABORATORY SERVICES FOR CONCRETE AND SOILS A. Where reference is made in the Specifications to tests, inspections, independent designs, etc., such services shall be furnished by the Engineer. All costs for providing such services shall be paid for by the Engineer. B. All arrangements for the testing work shall be made by the Contractor. 48 hour notice is required. Whenever inclement weather does not provide suitable testing conditions, the Contractor shall be responsible for cancellation notice to the testing agency. Any costs incurred because of failure to provide adequate cancellation notice shall be borne by the Contractor. Engineer shall be notified of arrangements made for testing work. C. If a test fails to meet specification requirements, then the area represented by that test shall be reworked and retested at the Contractor's expense. Any additional testing required to verify previously failing tests shall be at the Contractor's expense. All corrective measures shall be documented in the Quality Control reports. D. Test reports shall be supplied by the Engineer within 3 days of the completion of such testing. Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 45 00 - 2 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 QUALITY CONTROL - 014500 PART PRODUCTS NOT USED PART 3 EXECUTION NOT USED END OF SECTION Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 45 00 - 3 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 PRODUCT REQUIREMENTS - 016000 PART1 GENERAL 1.1 SECTION INCLUDES A. Products. B. Transportation and handling. C. Storage and protection. D. Product options. E. Substitutions 1.2 PRODUCTS A. Products: Means new material, machinery, components, equipment, fixtures, and systems forming the Work. It does not include machinery and equipment used for preparation, fabrication, conveying, and erection of the Work. Products may also include existing materials or components specified in the Contract Document for reuse. 1.3 TRANSPORTATION AND HANDLING A. Transport and handle Products in accordance with manufacturer's instructions. B. Ship fabricated assemblies in largest sections permitted by carrier regulations and properly marked for ease of field erection. C. Promptly inspect shipments to assure that Products comply with specified requirements, quantities are correct, and Products are undamaged. D. Provide equipment and personnel to handle Products by methods to prevent soiling, disfigurement, or damage. 1.4 STORAGE AND PROTECTION A. Keep on site storage of material to a minimum. B. Store and protect Products in accordance with manufacturer's instructions in unopened original packages, with seals and labels intact and legible. Store sensitive Products in weather-tight, climate-controlled enclosures. Orange County Waste and Recycling For Proposal — Not for Construction Metals and White Goods Retaining Wall Repair 01 60 00 - 1 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 PRODUCT REQUIREMENTS - 016000 C. For exterior storage of fabricated Products, place on sloped supports, above ground. D. Provide off site storage and protection when site does not permit on site storage. E. Cover Products subject to deterioration with impervious sheet covering. Provide ventilation to avoid condensation. F. Store loose granular Products on solid flat surfaces in a well-drained area. Prevent mixing with foreign matter. G. Arrange storage of Products to permit access for inspection. Periodically inspect to assure Products are maintained under specified conditions. 1.5 DAMAGED PRODUCTS A. Remove damaged Products from Project site. 1.6 PRODUCT OPTIONS A. Products Specified by Reference Standards: Product meeting standard and specific requirements of these specifications. B. The Contract, if awarded, will be on the basis of materials and equipment specified or described in the Bidding Documents, or or-equal materials and equipment as defined in the General Conditions, or those substitute or materials and equipment approved by the Engineer and identified by Addendum. The materials and equipment described in the Bidding Documents establish a standard of required type, function and quality to be met by any proposed substitute or or-equal item. Request for Engineer's clarification of materials and equipment considered or-equal prior to the Effective Date of the Agreement must be received by the Engineer at least 15 days prior to the date for receipt of Bids. No item of material or equipment will be considered by Engineer as a substitute unless written request for approval has been submitted by Bidder and has been received by Engineer at least 15 days prior to the date for receipt of Bids. Each request shall conform to the requirements of the General Conditions. The burden of proof of the merit of the proposed item is upon the Bidder. Engineer's decision of approval or disapproval of a proposed item will be final. If Engineer approves any proposed substitute item, such approval will be set forth in an Addendum issued to all prospective Bidders. Bidders shall not rely upon approvals made in any other manner. Orange County Waste and Recycling For Proposal — Not for Construction Metals and White Goods Retaining Wall Repair 01 60 00 - 2 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 PRODUCT REQUIREMENTS - 016000 1.7 SUBSTITUTIONS A. Engineer will consider requests for Substitutions only within 30 days after date of Owner-Contractor Agreement. B. Substitutions after receipt of bids will not be allowed for any reason other than a product becoming unavailable. C. Document each request with complete data substantiating compliance of proposed Substitution with Contract Documents. D. Request constitutes a representation that Contractor: 1. Has investigated proposed product and determined that it meets or exceeds the quality level of the specified product. 2. Shall provide same warranty for Substitution as for specified product. 3. Shall coordinate installation and make changes to other Work which may be required for the Work to be complete with no additional costs to Owner. 4. Waives claims for additional costs or time extension that may subsequently become apparent. 5. Shall reimburse Owner for review or redesign services associated with reapproval by authorities. E. Substitutions will not be considered when they are indicated or implied on shop drawing or product data submittals, without separate written request, or when acceptance will require revision to the Contract Documents. F. Substitution Submittal Procedure: 1. Submit three copies of request for Substitution for consideration. Limit each request to one proposed Substitution. 2. Submit shop drawings, product data, and certified test results attesting to proposed product equivalence. 3. Engineer will notify Contractor, in writing, of decision to accept or reject request. PART 2 PRODUCTS NOT USED PART 3 EXECUTION NOT USED END OF SECTION Orange County Waste and Recycling For Proposal — Not for Construction Metals and White Goods Retaining Wall Repair 01 60 00 - 3 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 EXECUTION REQUIREMENTS - 017000 PART1 GENERAL 1.1 SECTION INCLUDES A. Construction Sequence. B. Close out procedures. C. Final Cleaning. D. Adjusting. 1.2 CONSTRUCTION SEQUENCE 1. Obtain submittal approval and other applicable permits. 2. Schedule preconstruction meeting with Owner, Engineer, and necessary personnel. 3. Perform wall repair per plans and specifications. 4. Schedule final inspection. 1.3 CLOSE OUT PRODEDURES A. Submit written certification that Contract Documents have been reviewed, Work has been inspected, and is complete in accordance with Contract Documents and ready for Engineer's inspection. B. Provide submittals to Engineer that are required by governing or other authorities. C. Submit set of Record Documents indicating changes during construction as required in Section, Submittal Procedures. D. Submit final Application for Payment identifying total adjusted Contract Sum, previous payments, and final amount due. E. Submit the following with final Application for Payment: 1. Affidavit of Release of Liens 2. Consent of Surety for Final Payment 3. Affidavit of Payment of Debts and Claims 4. Final Certified Payroll Information F. Submit warranties as required by individual equipment specifications. 1.4 FINAL CLEANING Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 70 00 - 4 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 EXECUTION REQUIREMENTS - 017000 A. Clean Project prior to final inspection. Project clean up shall include, but not be limited to, the following: 1. Sweep paved areas. 2. Rake clean landscaped surfaces. 3. Remove waste, and surplus materials. 4. Remove temporary construction facilities. 1.5 FINAL INSPECTION AND TESTS A. Complete punch list items within 30 days of receipt from Engineer. Owner may have work not completed within 30 days performed by others with the cost deducted from the Contractor's final payment. Additional engineering and inspection services required as a result of Contractor not completing punch list within 30 days shall be at Contractor's expense. PART 2 PRODUCTS NOT USED PART 3 EXECUTION NOT USED END OF SECTION Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 01 70 00 - 4 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SECTION 316613 — HELICAL PIERS PART 1 - GENERAL 1.1 SUMMARY A. General 1. Helical Steel Piers shall be installed by an authorized A.B. Chance dealer, or approved equal. The Dealer shall have satisfied the certification re- quirements related to the technical aspects of the product and the appro- priate installation techniques. 2. All work described herein shall be performed in accordance with all appli- cable safety codes. 3. The Dealer shall employ a skilled, experienced work force familiar with the requirements and methods necessary for proper performance of the work. 4. The Dealer shall visit the site and become familiar with permissible access and egress paths to the work, headroom requirements, working space and specific owner requirements. B. Pier Location and Performance Requirements 1. Helical piers shall be installed as shown on the project plans. 2. Spacing of piers shall be as shown on the drawings, with a location toler- ance of 6" in any direction. 3. Size and number of helices shall be determined by the Dealer in order to provide the load capacity indicated. a. For tie backs: 5,500-pound minimum safe working load per pier. 4. Minimum depth or length of piers: a. For tie backs: 15 ft. unless installation torque indicates required safe working load is achieved at a shorter length. 5. Minimum final installation torque shall be that corresponding to the indi- cated load capacity required for each pier. 1.2 SUBMITTALS A. Engineering calculations for helical pier capacity, signed and sealed by a professional engineer registered in the state of North Carolina. Calculations shall be based on the design assumptions in the sealed structural drawings and on helical pier materials to be installed. Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 31 66 13 - 1 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SECTION 316613 — HELICAL PIERS PART 2 - PRODUCTS 2.1 HELICAL PIERS A. Pier Selection shall provide the performance specified. B. Helical lead sections and extensions shall be manufactured by A.B. Chance Company or approved equal. C. All units shall conform to the following: 1. Shaft Material: 2.875-inch O.D. steel pipe with minimum ultimate torque capacity of 5,500 ft-pounds and ultimate tensile strength of 49,500 pounds. 2. Helices: High strength low-alloy steel formed on matching metal dies to true helical shape. 3. Bolts: ASTM A320 Grade L-7 or approved equal. 4. Couplings: Formed as integral part of extension material. 5. Brackets and Steel Plates: ASTM A36 6. Welding: All welds to be in accordance with latest edition of AWS D1.1. All welders shall be AWS certified. 7. Finish: All material shall be hot-dip galvanized in accordance with ASTM A 153. D. Installation equipment shall: 1. include a rotary torque motor with forward and reverse capabilities. Motor shall be either electrically or hydraulically powered. 2. be capable of developing the minimum torque required by the helical piers on the project. 3. be capable of positioning the helical pier at the proper installation angle. E. Installation Tooling (Adapters) shall 1. safely connect the installation equipment to the helical piers and exten- sions. 2. have a torque rating at least equal to the maximum torque rating of the helical piers specified. 3. Be securely connected to the helical pier during installation to prevent ac- cidental separation. F. Torque Monitoring Devices 1. Torque applied by installation equipment shall be monitored throughout the installation process. 2. Torque monitoring devices shall be either part of the installation equip- ment or an independent device in-line with the installing unit. Calibration data shall be available for review. Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 31 66 13 - 2 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SECTION 316613 — HELICAL PIERS PART 3 - EXECUTION 3.1 INSTALLATION A. Installation Procedures 1. The helical pier shall be positioned as shown on the project drawings. Proper angular alignment shall be established at the start of the installa- tion. 2. Helical pier shall be installed in a smooth, continuous manner. The rate of pier rotation shall be in the range of 5 to 20 revolutions per minute. 3. Sufficient down pressure shall be applied to advance the pier. 4. Extension material may be required to position the pier to the depth re- quired. Extensions shall be coupled to the helical pier by using high strength bolts, installed and tightened to approximately 40 ft-lbs of torque. 5. If underground obstructions are encountered during installation, the Dealer shall have the option of removing the obstruction if possible or relocating the helical pier. This latter option may require the relocation of adjacent piers. B. Termination of Installation 1. Helical piers shall be installed to the minimum torque value corresponding to the load capacity indicated for each pier. 2. Maximum installation torque shall at no time exceed the torque rating of the helical pier shaft specified for the project. 3. Minimum depth of installation shall be as indicated on the drawings pro- vided the top helix is located at least 5 feet below the surface. 4. Pier installation shall be terminated provided the minimum installation torque and minimum depth requirements have been satisfied. 5. If the minimum torque requirement has not been satisfied at the minimum depth level, the Dealer shall have the following options: i. Install the pier deeper using additional extensions until the specified torque level is obtained. ii. Remove the existing pier and install a pier with larger and/or more helices. This revised pier shall be installed at least 3 feet beyond the termination depth of the original pier. iii. Add additional piers. 6. If the maximum torque rating of the pier and/or the installing equipment has been reached before reaching the minimum required depth, the Deal- er shall have the following options. i. Terminate the installation at the depth obtained ii. Remove the existing pier and install a pier with smaller and/or fewer helices. The revised pier shall be installed at least 3 feet beyond the termination depth of the original pier. Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 31 66 13 - 3 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 SECTION 316613 — HELICAL PIERS C. Connection Bracket 1. Helical pier shall be connected to the structure using an A.B. Chance ap- proved bracket in combination with a steel plate to provide an end bearing de- tail as shown on the project drawings. 2. The connection device shall be capable of safely transferring the structural loads to the helical pier. D . Installation Records 1. Written installation records shall be obtained for each helical pier. These rec- ords shall include: a. Project name and location b. Name of Dealer c. Name of Dealer's foreman who witnessed the installation d. Date and time of installation e. Location and reference number of helical pier f. Descriptions of lead section and extensions installed g. Overall depth of installation as referenced from floor slab elevation h. Torque readings for the last 3 feet of installation. END OF SECTION 316613 Orange County Waste and Recycling For Proposal — Not for Construction Metal and White Goods Retaining Wall Repair 31 66 13 - 4 DAA PN R00592-204ST2 November 2020 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Draper Aden Associates V Engineering • Srrn•el•ing • Environmental Ser%ices 1030 Wilmer Avenue, Suite 100 Richmond,Virginia 23227 804.264,2228 www.daa.com November 10, 2020 Mr. Bruce Woody Assistant Solid Waste Director Orange County Solid Waste 1514 Eubanks Rd. Chapel Hill, NC, 27516 RE: GPR Study for Rebar Location Orange County Regional Landfill Chapel Hill, NC DAA Project No.: R00592-204G Dear Mr. Woody, Draper Aden Associates (DAA) has completed the ground penetrating radar (GPR) study for the Metal &White Goods Retaining Wall Repair located at the Orange County Regional Landfill facility on Eubanks Road in Chapel Hill, North Carolina (Figure 1). The objective of this study was to locate rebar within the east and west sides of the retaining wall. GPR data were collected on November 3, 2020 in two grids, one located along the east side of the retaining wall and the other located along the west side of the retaining wall (Figures 1 and 2). The GPR grid on the east side of the retaining wall measured a maximum of approximately 21 feet horizontally by six (6) feet vertically. The GPR grid on the west side of the retaining wall measured a maximum of approximately 12 feet horizontally by seven (7) feet vertically. Individual grid traverses were spaced one (1) foot apart in both orientations of each grid. The GPR instrument used for this study operated at 1000 MHz, which provided subsurface imagery to a depth of approximately three (3) feet. The GPR data were visually reviewed real-time and interpreted for evidence of rebar. Strong repeating reflectors indicative of rebar reinforcements were observed in the traverses from both orientations, the locations of which were marked real-time using blue spray paint. Figure 3 depicts the observed rebar locations as interpreted in the GPR data. Blacksburg•Charlottesville •Manassas •Newport News •Richmond• Virginia Beach Fayetteville •Raleigh DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 VNK Study for Kebar Location, UCLl-, C riapel Hill, North Carolina DAA Project No.: R00592-204G November 10, 2020 Page 2 of 2 This study was conducted by registered professional geologists with extensive experience in the collection, processing, and interpretation of geophysical data. It should be noted, however, that all geophysical methods are interpretive, and additional invasive exploration would be required to verify or refute the interpretations within this report. Sincerely, DRAPER ADEN ASSOCIATES Johanna M. Vaughan, P.G Geologist Geophysical Services Christopher M. Printz, P.G Senior Project Geologist II Geophysical Services Attachment: Figures Figure 1. Site Location Map Figure 2. Photographs of Study Areas Figure 3. Marked Rebar Locations DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Appendix 2 Rebar Location DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Study Area East Retaining Wall West Retaining Wall �•'r f . .'r - N • • • le Earth Site 1727 ' N GPR Study for Rebar Location PROJECT: R00592-204G Site Location Map Orange County Regional Landfill Chapel Hill, NC Draper Aden Associates DESIGNED:JMV FIGURE .1� DRAWN: JMV Engineering • Surveying *Environmental Services CHECKED: CIVIP 1 2206 South Main Street Richmond,VA Raleigh,NC Blacksburg,VA 24060 Charlottesville,VA Fayetteville,NC DATE: 1 1/10/2020 540-552-0444 Fax:540-552-0291 Hampton Roads,VA Northern Virginia Virginia Beach,VA DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 r. East Retaining Wall � _ _ v;-," AL dkee rx West Retaining Wall (Looking East) t 12 Feet ..iiw�. z �y R LL n r ► GPR Study for Rebar Location PROJECT: R00592-204G Photographs of Study Areas Orange County Regional Landfill Chapel Hill, NC Draper Aden Associates DESIGNED:JMV FIGURE .1� DRAWN: JMV Engineering • Surveying *Environmental Services CHECKED: CMP 2 2206 South Main Street Richmond,VA Raleigh,NC Blacksburg,VA 24060 Charlottesville,VA Fayetteville,NC DATE: 1 1/10/2020 540-552-0444 Fax:540-552-0291 Hampton Roads,VA Northern Virginia Virginia Beach,VA DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 East Retaining Wall (Looking West) Rebar Locations (Blue Spray paint) West Retaining Wall - (Looking East) Rebar Locations (Blue Spray paint) a r or s GPR Study for Rebar Location PROJECT: R00592-204G Marked Rebar Locations Orange County Regional Landfill Chapel Hill, NC Draper Aden Associates DESIGNED:JMV FIGURE .1� DRAWN: JMV Engineering • Surveying *Environmental Services CHECKED: CIVIP 3 2206 South Main Street Richmond,VA Raleigh,NC Blacksburg,VA 24060 Charlottesville,VA Fayetteville,NC DATE: 1 1/10/2020 540-552-0444 Fax:540-552-0291 Hampton Roads,VA Northern Virginia Virginia Beach,VA DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Appendix 3 Construction Documentation DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 1 EXHIBIT 1----GENERAL CONDITIONS Table of Contents Page Article1. Definitions......................................................................................................................3 Article 2. Correlation, Interpretation, and Intent of Contract Documents.....................................7 Article 3. Familiarity with Work, Conditions and Laws..................................................................8 Article4. Bonds............................................................................................................................9 Article 5. Insurance and Indemnity ..............................................................................................9 Article 6. Other Record Documents and Submittals...................................................................16 Article7. Contractor....................................................................................................................18 Article8. Owner .........................................................................................................................26 Article 9. Construction Manager ................................................................................................26 Article10. Designer ...................................................................................................................26 Article11. Testing and Surveying..............................................................................................27 Article 12. Separate Contracts...................................................................................................27 Article13. Contract Time ..........................................................................................................28 Article 14. Changes in the Work ...............................................................................................31 Article 15. Change of the Contract Price ..................................................................................33 Article 16. Unforeseen Conditions.............................................................................................35 Article 17. Correction of Work before Final Payment ...............................................................35 Article 18. Correction of Work after Substantial Completion; Warranties and Guaranties........36 Article 19. Owner's Right to Do Work .......................................................................................37 Article 20. Partial Payments .....................................................................................................37 Article21. Final Payment..........................................................................................................40 Article 22. Contractor, Subcontractor and Supplier Affidavit ....................................................41 Article 23. Assignments and Subcontracts................................................................................41 Revised 12/18 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 47 END OF GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION-EXHIBIT 1 Revised 12/18 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 [Departmental Use Only] TITLE FY NORTH CAROLINA CONSTRUCTION AGREEMENT UNDER$250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement"), made as of the day of , 20 , by and between , (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, Construction Drawings, and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement. 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 (Sheet dated ) b. Written specifications prepared by the project engineer. C. proposal dated , 20 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 a. The Contractor agrees to commence work pursuant to the written Notice to Proceed. b. The Contractor agrees to complete substantially all Work by 120 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 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. 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 hqp://www.oran eg countync. og v/departments/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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 http://www.oran_eg countync._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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 Attn: P.O. Box 8181 Hillsborough,NC 27278 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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( ) 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 hqp://www.oran eg countync. og v/departments/purchasing division/contracts.php). Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 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 11A 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 i. Damages incurred by Owner for loss of use, income, financing, or business. ii. Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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 Signature Signature County Manager Printed Name and Title Revised 07/20 9 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: Party/Vendor Contact Person: Contact Phone: Party/Vendor Address: City State: Zip: Department: Amount: Purpose: Budget Codc(s): Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No❑ Contract Type: (Check one)New❑ Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director's Signature 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: 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: Revised 07/20 10 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 ORANGE COUNTY 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- 13S.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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 4. Sureties and insurance company representatives are required to physically attend the mediation unless the Mediator and all of the other parties to the mediation excuse their attendance or consent to their attendance by telephone or other electronic means. 5.The parties who attend a duly scheduled mediation conference shall have the right to recover their share of the Mediator's compensation from any party or parties who fail to attend the conference without good cause. B. Finalizing Agreement. If an agreement is reached in the conference,the terms of the agreement shall be confirmed in writing and signed by all parties. C. Payment of Mediation Fee: Mediation Fees charged by the Mediator shall be paid in accordance with G.S. § 143-128(f1). D. Failure to Compensate Mediator. Any party's failure to compensate the Mediators in accordance with G.S. § 143-128(f1) shall subject that party to a withholding by the County of said amount of money from the party's payment or any other moneys owed by that party to the County. Should the County fail to compensate the Mediator, it shall hereby be subject to a civil cause of action from the Mediator for the County's portion of the Mediator's total fee as required by G.S. § 143-128(f1). RULE 5.AUTHORITY AND DUTIES OF MEDIATORS A.Authority of Mediator. 1.Control of Conference. The Mediator shall at all times be in control of the conference and the procedures to be followed. 2.Private Consultation. The Mediator may communicate privately with any participant or counsel prior to and during the conference.The fact that private communications have occurred with a participant shall be disclosed to all other participants at the beginning of the conference. 3.Scheduling the Conference. The Mediator shall make a good faith effort to schedule the conference at a time that is convenient with the participants, attorneys and Mediator. In the absence of agreement,the Mediator shall select the date for the conference. 4.Determining good cause for a party's failure to appear at a scheduled mediation conference. B.Duties of Mediator. 1.The Mediator shall define and describe the following at the beginning of the conference: a.The process of mediation. b.The difference between mediation and other forms of conflict resolution. c.The costs of the mediated settlement conference. d.That the mediated settlement conference is not a trial, the Mediator is not a judge, and the parties retain their legal rights if they do not reach settlement; however,the Revised 11/19 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 Appendix 4 Insurance Requirements r 4 i r DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 Orange County Minimum Insurance Coverage Requirements Note: An Exception or Waiver of Minimum Coverage may only be granted at the discretion and approval of Risk Management based on assessment of risk posed to the county. Coverage Low Risk Profile Standard Risk Profile High Risk Profile Specialty Encroachment Premises Lease Commercial General Liability $1,000,000/$2,000,000 $1,000,000/$2,000,000 $1,000,000/$2,000,000 $1,000,000* $1,000,000 $1,000,000 Per accident Products/Completed Operation Explosion, Collapse&Underground(XCU) As above As Above As above As Above If any,Limit to be determined. If any,TBD. If any,TBD. Automobile Liability $1,000,000(CSL) $1,000,000* $1,000,000* $1,000,000* N/A N/A Per occurrence **Workers'Compensation Statutory Statutory Statutory Statutory N/A Statutory **Employer's Liability 100/500/100 500/500/500* 500/500/500 500/500/500* N/A 100/500/100 **Waiver of Subrogation on WC Required if available Required if available Required Required N/A N/A Umbrella Liability $1,000,000 $2,000,000 $2,000,000+ $9,000,000+ N/A N/A Professional Liability maybe required $1,000,000 per $1,000,000 TBD TBD N/A N/A on a risk profile depending on nature of occurrence services provided by contract.Coverage required for professional service such as accountant,attorney,architect, design,engineering,health care and most consultants. Sexual Misconduct(Sexual $1,000,000/$2,000,000 $1,000,000/$2,000,000 TBD TBD N/A TBD Abuse/Molestation)may be required for contractors working directly one-on- one with children and elderly or in overnight sheltering capacities. Cyber Liability may be required for $1,000,000/$2,000,000 TBD TBD TBD N/A contractors having access to personal identifying information,and/or computer networks. Environmental/Pollution Liability N/A $1,000,000 $1,000,000+* $1,000,000+* N/A N/A required if demolition,use of DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 Orange County Minimum Insurance Coverage Requirements Note: An Exception or Waiver of Minimum Coverage may only be granted at the discretion and approval of Risk Management based on assessment of risk posed to the county. hazardous material or environmentally sensitive Fidelity Bond(loss of money or other TBD Amount depends on exposure TBD TBD N/A N/A property due to dishonest acts).Only to loss for contracts such as Banking,Janitorial, Fundraising,TPA's and similar,ETA Other Coverage As required TBD TBD TBD TBD N/A N/A Bid,Performance&Payment Bonds TBD TBD TBD TBD N/A N/A *A combination of Umbrella/Excess and primary limit may be used to provide coverage for the amount shown. **Workers'Compensation is required if the contractor/vendor has employees.Owner Waiver is acceptable for a Sole Proprietor. DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 Appendix 5 Affadavit Non - Discrimination Certificate, and Non - Disclosure Ordinance —.plop r 4 i r DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 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 , 20_. Signature of Affiant Print or Type Name: State of North Carolina, County D Signed and sworn to (or affirmed) before me,this the X 0 day of , 20_. My Commission Expires: o v V) co Notary Public DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 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:AD41 E8C7-FC41-4249-A9C6-849589FOC156 ORANGE COUNTY NONDISCRIMINATION CERTIFICATION The undersigned bidder or proposer hereby certifies and agrees that the following information is correct: 1. In preparing its enclosed bid or proposal, the undersigned bidder or proposer has considered all bids and proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in discrimination as defined in Section 12-52 of the Orange County Non-discrimination Ordinance. 2. Without limiting any other remedies that Orange County may have for a false certification, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for Orange County to reject the bid or proposal submitted with this certification, and terminate any contract awarded based on such bid or proposal. It shall also subject the bidder or proposer to disqualification from participating in county contracts or bid processes for up to two years. 3. As a condition of contracting with Orange County, the undersigned bidder or proposer agrees to promptly provide to Orange County all information and documentation that may be requested by Orange County from time to time regarding the solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure to maintain or failure to provide such information constitutes grounds for Orange County to reject the bid or proposal and to terminate, without penalty to Orange County, any contract awarded on such bid or proposal. All such information and documentation shall be maintained for a period of three years after the expiration of the contract. 4. As part of its bid or proposal, the undersigned bidder or proposer shall provide to Orange County a list of all instances within the past ten years where a complaint was filed or pending against bidder or proposer in a legal or administrative proceeding alleging that bidder or proposer discriminated against its subcontractors, vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint, including any remedial action taken. 5. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees to comply with the Orange County Non-discrimination Ordinance. Falsification of this certification shall constitute a violation of the Orange DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 County Non-Discrimination Ordinance and shall be grounds for rejection of the bid or proposal or termination of an existing contract, without fault or further obligation to Orange County. 6. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees that Orange County may consider the information submitted as part of this certification in its determination of the responsibility of the undersigned bidder or proposer. The undersigned bidder or proposer, as the case may be, waives the right to challenge the rejection of a bid or proposal when such rejection is based, in its entirety, on information submitted as part of this certification. The bidder or proposer certifies the undersigned has full authority to sign on its behalf. By: Printed Name and Title On behalf of Company or Corporate name DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 Chapter 12 Civil Rights. Sections 12-23 — 42-49 Reserved. AN ORDINANCE PROHIBITING DISCRIMINATION THROUGHOUT ORANGE COUNTY Sec. 12-50. - Title. This Ordinance shall be known and may be cited as the Orange County Non-Discrimination Ordinance. See. 12-51.—Policy and Severability. (a) It is the policy of Orange County not to enter into a contract with any business, company, or firm that has discriminated in the solicitation, selection, hiring or treatment of vendors, suppliers, subcontractors or commercial customers against a Protected Class, or on the basis of any otherwise unlawful use of individual or personal characteristics regarding such vendor's, suppliers, commercial customers, employees, or owners in connection with a county contract or solicitation; provided that nothing in this non-discrimination policy shall prohibit or limit otherwise lawful efforts to remedy the effects of discrimination that has occurred or is occurring in the marketplace. 1. It is the policy of Orange County that every Orange County created contract and subcontract for goods or services shall contain a non-discrimination clause that prohibits discrimination as that term is defined herein. (b) It is further the policy of Orange County that discrimination has no place in Orange County, North Carolina and it is the intent of this ordinance to provide uniform legal protection to individuals in all Protected Classes, making it unlawful for any person to discriminate in housing,public accommodations, and transportation. (c) Should any provision of this Ordinance be found to be unconstitutional by a court of law such provision shall be severed from the remainder of the Ordinance and such action shall not affect the enforceability of the remaining provisions of the Ordinance. Sec. 12-52. - Definitions. (a) Discrimination means any disadvantage, difference, or distinction in the solicitation, selection, hiring, service to, or treatment of a vendor, supplier, subcontractor, or customer on the basis of Protected Class status or on the basis of any otherwise unlawful use of personal or individual characteristics. (b) Housing and public accommodations have the same common meaning as those terms are defined in the Orange County Civil Rights Ordinance. (c) Person means any individual, business, or company, regardless of organizational structure, DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 providing for profit goods, facilities, services, accommodations, transportation, or access to the general public. (d) Protected Class means age (as defined in the Orange County Civil Rights Ordinance), race, ethnicity,color,national origin,religion,creed,sex,sexual orientation,gender,gender identity, gender expression, marital status, familial status, source of income, disability, political affiliation, veteran status, disabled veteran status. (e) Public Accommodation has the same meaning as that term is defined in the Orange County Civil Rights Ordinance except that for purposes of this Ordinance Public Accommodation includes: 1. Transportation companies and transportation providers operating company-owned or privately-owned vehicles providing transportation to the general public; and 2. Private residences providing short-term rentals to members of the general public. A short-term rental means the provision of a room, space, or residential unit that is suitable or intended for occupancy for dwelling, sleeping, or lodging purposes, for a period of fewer than 30 consecutive days, in exchange for a charge for the occupancy. Sec. 12-53. - Contractor bid requirements. (a) All requests for bids or proposals issued for county contracts shall include a certification to be completed by the bidder or proposer in substantially the following form: The undersigned bidder or proposer hereby certifies and agrees that the following information is correct: 1. In preparing its enclosed bid or proposal, the bidder or proposer has considered all bids and proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in discrimination as defined in Section 12-52 of the Orange County Non-discrimination Ordinance. 2. Without limiting any other remedies that Orange County may have for a false certification, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for Orange County to reject the bid or proposal submitted with this certification, and terminate any contract awarded based on such bid or proposal. It shall also subject the bidder or proposer to disqualification from participating in county contracts or bid processes for up to two years. 3. As a condition of contracting with Orange County, the bidder or proposer agrees to promptly provide to Orange County all information and documentation that may be requested by Orange County from time to time regarding the solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure to maintain or failure to provide such information constitutes grounds for Orange County to reject the bid or proposal and to terminate, without penalty to Orange County, any contract awarded on such bid or proposal. All such information and documentation shall be maintained for a period of three years after the expiration of the contract. DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 4. As part of its bid or proposal, the bidder or proposer shall provide to Orange County a list of all instances within the past ten years where a complaint was filed or pending against bidder or proposer in a legal or administrative proceeding alleging that bidder or proposer discriminated against its subcontractors, vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint, including any remedial action taken. 5. As a condition of submitting a bid or proposal to O r a n g e County the bidder or proposer agrees to comply with the Orange County Non-discrimination Ordinance. Falsification of this certification shall constitute a violation of the Orange County Non-Discrimination Ordinance and shall be grounds for rejection of the bid or proposal or termination, without fault to Orange County, of a contract. 6. As a condition of submitting a bid or proposal to Orange County the bidder or proposer agrees that Orange County may consider the information submitted as part of this certification in its determination of the responsibility of the bidder or proposer. The bidder or proposer, as the case may be, waives the right to challenge the rejection of a bid or proposal when such rejection is based, in its entirety, on information contained in this certification. Sec. 12-54. -Prohibited acts. (a) It shall be unlawful for any person to deny any person the full and equal enjoyment of the goods, services, facilities, privileges, advantages, and accommodations of a place of public accommodation on the basis of Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics. (b) It shall be unlawful for any person to make, print, circulate, post, mail or otherwise cause to be published a statement, advertisement, or sign which indicates that the full and equal enjoyment of the transportation, access, goods, services, facilities, privileges, advantages, and accommodations of a place of public accommodation will be refused, withheld from, or denied any person on the basis of Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics, or that any person's patronage of or presence at a place of public accommodation is objectionable, unwelcome, unacceptable, or undesirable on the basis of Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics; provided, however, this section does not apply to a private club or other establishment not, in fact, open to the public. (c) It shall be unlawful for any person to intentionally or knowingly: 1. Perform or attempt to perform any act which directly or indirectly results in an individual's bodily injury or property damage where such act is directed at an individual or a group of individuals because of that person's or that group's perceived or actual Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics. 2. Solicit, encourage, compensate, assist, or conspire with another to perform or attempt to perform any act which directly or indirectly results in an individual's bodily injury or property damage where such act is directed at an individual or a group of individuals DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 because of that person's or that group's perceived or actual Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics. (d) No person shall be found to have violated this Ordinance solely on the basis of the content of any speech or communication used by such person. Sec. 12-55. Exemptions. (a) All applicable exemptions found in Section 12-11 of the Orange County Civil Rights Ordinance related to housing shall apply to alleged violations of Section 12-54 of this Ordinance. Sec. 12-56. Investigation, Enforcement, and Remedy. (a) Sections 12-16 through and including 12-21 of the Orange County Civil Rights Ordinance shall be followed and adhered to during the investigation of any alleged violation of this Ordinance. Any remedies available through said sections of the Orange County Civil Rights Ordinance shall be available hereunder. DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 Mr. Steven Gandy, P.E. April 20, 2021 Chief Engineer DraperAden Associates sgandy@daa.com Reference: Driven Mechanical Anchor Alternate Orange County Solid Waste Management Facility Orange County, North Carolina UMA Proposal No.: 21-53720 Mr. Gandy, UMA, Geotechnical Construction, Inc. (UMA) is pleased to present thefollowing proposalforthe above- mentioned project. This proposal was prepared to approximate the costs associated with installing and providing the general scope of services associated with the required tieback anchors. Our opinions and statements regarding this proposal and our intended scope of services shall remain confidential to you and shall not be made available to another party without the expressed written consent of UMA. All concepts and procedures stated in this proposal shall be deemed as intellectual property of UMA. SCOPE OF SERVICES: UMA understands that Orange County requested bids for helical tieback anchors based on the design and plans performed by Draper Aden Associates. Unfortunately, there were too few bidders to move forward with the project at the current project value. In an effort to reduce costs for the County and to address the current rotational issue with the retaining wall, UMA is proposing to install mechanical anchors in-lieu of the illustrated helical piles. Based on calculating the total design reaction load for three helical piles and extrapolating it to four mechanical anchors, UMA has considered a total reaction of 16,500 pounds on each side. This would result in an ultimate anchor capacity required 6,188 pounds per anchor considering four anchors. Based on preliminary assumed typical fill soil parameters and drive depths of 20 feet, UMA believes that this capacity is achievable. To ensure capacity is met, UMA will proof test one anchor per side to 150% of the design load. The remaining anchors will be pulled to an activation load of 100% DL to rotate the mechanical anchor. In addition,all other project specifications and crack repair will be performed as related to the original bid documentation. If our proposed costs are acceptable, please feel free to sign this proposal and/or provide a purchase order or similar documentation. To aid in the evaluation of this alternate, UMA has included material technical data for the mechanical anchors. As these anchors are performance based, UMA will provide a sealed material submittal containing the ultimate capacities of the anchors. ��� 'i1:0 336 @ 992 0746 19:estimator@team-uma.com O:wwwfeam-uma.com f: PO.Box 1070, F(336)9968573 Kernersville,NC27285smnsnF DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 UMA Proposa I No.:21-53720 April 20, 2021 ESTIMATED COSTS: Item Description Quantity Unit Unit Price Item Price No. 01 Mechanical Anchors and 1 LS $ 29,920.00 $ 29,920.00 Original Crack Repair Scope No bond fees are included in the quoted price; if required, the Owner is responsible for these or they will be added to the quoted price. Our cost estimate in the above project is subject to final design approval. We look forward to answeri ng any questions you may have moving forward. If you have any questions regarding this proposal, please contact me at 336-9-4439. Respectfully Submitted, UMA,Geotechnical Construction, Inc. Mitch Crayton, P.E. Senior Engineer/Estimating Manager Attachments: Product Data Sheets DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 STEALTH ANCHOR The 'Stealth' anchor is designed to cover a wide range of lightweight anchoring. Its narrow profile means that it requires a single core hole to ' drive through a stone or masonry wall. Its chisel drive point and streamline shape makes installation easy, in mostcases,using simple hand orpowertools.This also makes tan ideal choice when working inareas with restricted access. .1 52 3.14 x 1.10 x 0.98 Aluminum Alloy;Hord Anodised Aluminum Alloy 0-SSO lbs 1.3'- 2' 54 4.76 x 1.61 x 1.33 Aluminum Alloy; 220-2200 lbs 2' -2.5' Hord Anodised Aluminum Alloy c Aluminum Alloy; 56 6.73 x 2.28 x 1.96 Hord Anodised Aluminum Alloy; 1 100-5500 lbs G' - Aluminum Bronze Aluminum Alloy; 58 10.35 x 3.54 x 2.99 Hord Anodised Aluminum Alloy; 2200-8800 lbs 3.6' -5' Galvanized Spheroidal Graphite Iron; Aluminum Bronze BATANCHOR The 'Bat'anchor is designed to achieve higher loads and also enhance anchoring in soft cohesive soils. Its ability to accept the T-Loc lower termination allows flexibility with regard to on-site anchor system assembly. It also means it can accept a wide range of wire tendons and solid rods. Installation requires more powerful hand held hydraulic breakers or, in some cases, a wheeled or tracked excavator with a percussive breaker attachment. Depth ,Dimensions Materials Typical Typical L x W x H(inches) Load Range* I Installed 't�xx A;��3 ju nizm Spheroidal Graphit Ifi ; q 1 - l{lpminum Bronze �p Golvonized Spheroidal Graphitgelp 13.22 x 8.11 x 3.58 Aluminum Bronze 88 16.65 x 10.19 x 4.13 Galvanized Spheroidal Graphite Iron; 11000-33000 lbs 10'- 13' Aluminum Bronze s 1 Q 21.29 x 13.18 x 4.33 Galvanized Spheroidal Graphite Iron; 16500-44000 lbs 13'- 16 Aluminum Bronze *The typical load range of an anchor is dependant on the engineering properties of the soil. DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 i STRUCTURAL REI NFORCEME NT The Platipus® anchor system can also be used in conjunction with other structural reinforcement productsto provide an extremely effective solution on masonry walls with limited structural integrity. 01 DESIGN LIFE All anchor system components are available in a range of materials to suit the design life. The selection of the project materials should be carefully chosen taking our advice for each individual project.The life expectancy of the anchor/tendon is dependant upon the corrosivity of the soil inwhich it is placed. 5YEARS 20 30 40 60 120YEARS 0 (temporary) YEARS YEARS YEARS YEARS (permanent) 0S HARD ANODISED ALUMINUM ALLOY [,Z%'GAILVANIZED , a CHUM BRONZE !GALVANIZED STEEL TENDON kn ® ''I ni ;.STAINLESS STEEL NUM BRONZE DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC156 DocuSign Envelope ID:AD41 E8C7-FC41-4249-A9C6-849589FOC1 56 UMAGE-1 OP ID: SB ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD YYYY) 06/30/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 336-232-0211 CONTACT Sandra Berry Southeastern Agency Group,lnc. PHONE 336-232-0211 FAX 336-218-7487 1501 Highwoods Blvd.,St#402 (A/C,No,EXt): (A/C,No): Greensboro,NC 27410 ADDRIEss:sberry@sagnc.com Travis Ketron INSURERS AFFORDING COVERAGE NAIC# INSURER A:Builders Mutual Insurance Co. 10844 INSURED INSURER B:Pennsylvania National 14990 UMA Geotechnical Construction Inc. Everest National Sequoia Holdings Inc. INSURERC: PO Box 1070 Hudson Excess Kernersville,NC 27285 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 DDL UBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS C X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR CF3GL00067-201 01/31/2021 01/31/2022 DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ X Ded$5000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PR71 O- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO AU9 0744159 01/31/2021 01/31/2022 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED L $ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) ccident $ D X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE HXS 1000230 03 01/31/2021 01/31/2022 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N WCP106263901 01/31/2021 01/31/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE � N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT B Inlande Marine CL90744159 01/31/2021 01/31/2022 R&L Equip 250,000 D Cyber APP172289157 05/30/2021 05/30/2022 Cyber 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract: Metal &White Goods Retaining Wall Repair CERTIFICATE HOLDER CANCELLATION ORANGEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count Solid Waste THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g Y ACCORDANCE WITH THE POLICY PROVISIONS. and Recycling PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278 Travis Ketron ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD