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HomeMy WebLinkAbout2022-110-E-Planning-Fred Smith Company-Construction of the Lake Orane Erision control barrier replacement project base bid scope only DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA [Departmental Use Only] TITLE L.O. EC Barrier Replacement FY 2021-22 NORTH CAROLINA CONSTRUCTION AGREEMENT OVER $250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called"Agreement"), made as of the 18th day of January, 2022, by and between FSC 11, LLC (d.b.a. Fred Smith Company), (hereinafter called the "Contractor"), and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the "County," "Orange County,"or"Owner"). WITNESSETH: That the Contractor and the Owner, for the consideration herein named, agree as follows: 1. CONTRACT DOCUMENTS; PRIORITY The Contract Documents consist of this Agreement, the General Conditions which are fully incorporated in this Agreement, the Request for Proposals, designer approved communications and field orders, the Proposal, Construction Documents and Drawings and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement and incorporated General Conditions attached as Exhibit 1. b. Designer approved and stamped construction documents and drawings and written specifications. c. Designer approved communications and field orders. d. Request for Proposals and addenda thereto. e. Proposal. 2. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform, and be fully responsible for all of the Work required by this Agreement within the time period stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents, which are made a part hereof as if fully contained herein: a. Construction Drawings prepared by Alpha and Omega Group, PC (Sheet CVR, C1.0, C1.1, C2.0, C2.1, C2.2, C2.3, C3.0, C4.0, C4.1, C4.2, and C4.3 dated June 15, 2021 - BASE BID SCOPE ONLY) b. Written specifications prepared by the Designer. c. Lake Orange Erosion Control Barrier Replacement Bid proposal dated December 8, 2021 Revised 06/21 1 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA which fully describes the work to be performed, such work(hereinafter called the "Work"). d. Related documents listed under Section 1 above. 3. TERM AND SCHEDULING a. The Contractor agrees to commence work pursuant to the written Notice-to Proceed. b. The Contractor agrees to complete substantially all Work included by May 18, 2022. c. Time is of the essence with respect to all dates specified in the Contract Documents as Completion Dates. d. The Contractor shall perform the Work in the time, manner and form required by the Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner. 4. STANDARD OF CARE AND DUTIES OF CONTRACTOR a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Contractor is solely responsible for the professional quality, accuracy and timely completion and submission of all work. b. The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration. c. Contractor shall be responsible for all Contractor, Subcontractor, and Sub-subcontractor errors or omissions, in the performance of the Agreement together with the errors and omissions of any agent or employee of the Contractor or any Subcontractor or Sub-subcontractor. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Owner. d. Contractor is an independent contractor of Owner. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Contractor. e. Contractor shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal 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-e�tync. 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. Revised 06/21 2 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA f. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Contractor represents that it and its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. g. The Contractor shall supervise and direct the Work efficiently and with the Contractor's best skill and attention. Except as specifically set forth in the Contract Documents the Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction, and for safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. h. The Contractor shall appoint a competent Project Manager with general authority to manage the Project for the Contractor. The Contractor shall also keep on the Project at all times during the Work of the Contractor a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Designer or by the Owner if a Designer is not retained for the Project. i. If, in the opinion of the Designer, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, such Subcontractor shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the Designer. j. The Contractor shall attend all progress conferences and all other meetings or conferences. The Contractor shall be represented at these progress conferences by a representative having the authority of the Project Manager and by such other representatives as the Designer may direct. k. Costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor. Any Work in which untested materials are used without written approval or written permission of the Owner or Designer shall be removed and replaced at Contractor's expense. 1. The Contractor shall obtain all necessary permits including all permits required to complete the Work in compliance with local, state, and federal law. 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 FOUR HUNDRED THIRTY EIGHT THOUSAND Dollars ($438,000.00). Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner's Representative, generally the Designer if a Designer is retained on the Work, a Request for Payment for work done during the previous calendar month. (i) The Request for Payment shall be in form of a standardized invoice or AIA Document G702-703 appropriately addressed to Owner's Representative at 131 W. Margaret Lane, 2nd Floor, Hillsborough, NC 27278 and shall show substantially the value of work done during the previous calendar month. Revised 06/21 3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA (ii) The amount due for payment shall be ninety-five percent (95%) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month. Owner shall retain five percent (5%) (the "Retainage"). (1) Upon Owner's Representative's certification that fifty percent (50%) of the Work has been satisfactorily completed Retainage shall be reduced to two and one half percent(2%2%). (2) Upon Owner's Representative's certification that ninety percent (90%) of the Work has been satisfactorily completed Retainage may be discontinued. Retainage may be discontinued, at Owner's Discretion, so long as work continues to be completed satisfactorily and on schedule. (3) The Owner may discontinue withholding retainage in accordance with the provisions ofNCGS-143-(bl)(2)when the project is 50% complete. (iii) Final payment shall not be due to the Contractor until thirty (30) days after Final Completion of the Work, including punch list work, has been satisfactorily (as determined by the County) completed and an appropriate Affidavit, Indemnification, and Release as required in Section 5.4(e) of Exhibit 1 has been received and approved by Owner. b. Should Owner reasonably determine that Contractor has failed to perform the Work related to a Request for Payment, Owner, at its discretion may provide the Contractor ten (10) days to cure the breach. Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach. (i) Should Contractor or its representatives fail to cure the breach within ten (10) days, or fail to reasonably agree to such modified schedule, Owner may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Contractor. (ii) This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment. c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors. d. Should the Owner receive notice that the Contractor has failed to pay a Subcontractor for the Work performed related to a Request for Payment, Owner shall have the authority to withhold payment of the disputed amount until parties resolve their dispute. Failure to pay the Contractor pursuant to this section of the Agreement shall not be deemed to be a breach of the Agreement. 6. NON—APPROPRIATION Revised 06/21 4 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA 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 or not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability or 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. 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. 7. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Owner: Contractor: Orange County FSC II, LLC (d.b.a. Fred Smith Company) Attn: Christopher J. Sandt, P.E. Attn: Brian Conrad P.O. Box 8181 701 Corporate Center Drive, Suite 101 Hillsborough,NC 27278 Raleigh,NC 27607 8. MISCELLANEOUS a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law,rules, regulations and ordinances. b. No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty granted them under the Contract Documents, nor shall any act or failure to act constitute any approval except as specifically agreed in writing. c. The Work shall be tested and inspected as required by the Contract Documents and as required by law. Unless prohibited by law the costs of all such tests and inspections related to state and federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building Codes shall be borne by the Contractor. The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner. Delays related to any of 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 Designer, if a Designer is retained for the project involving the Work, or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor Revised 06/21 5 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA shall immediately, at Contractor's expense, correct the Work. Any such rejection may be made before or after substantial completion. If applicable, any additional expense borne by the Designer under this section shall be paid at Contractor's expense. e. The County has designated (Christopher J. Sandt, P.E.) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. f. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. g. 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. h. 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. 9. CONSEQUENTIAL DAMAGES a. Owner and Contractor mutually waive any claim against each other for consequential damages. Consequential Damages include: (i) Damages incurred by Owner for loss of use, income, financing, or business. (ii) Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. 10. ENTIRE AGREEMENT All of the documents listed,referenced or described in this Agreement, the written Notice-to-Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, labor, materials, and completed construction required by the Contract Documents and all parts thereof is the Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. If any provision of the Agreement or General Conditions shall be declared invalid or unenforceable,the remainder of the Agreement shall continue in full force and effect. [SIGNATURE PAGE TO FOLLOW] Revised 06/21 6 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts,be deemed an original contract. ORANGE COUNTY: CONTRACTOR: DocuSigned by: DocuSigned by: B : Kum Pvi"F u, By: �-��,`. "'33A- Renee Price, Chair - Board of County Ty o nsori, Vice President- Contract Commisioners Services Printed Name and Title Revised 06/21 7 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: FSC II,LLC(d.b.a. Fred Smith Company) Party/Vendor Contact Person: Ty Johnson(Vice President- Contract Services) Contact Phone: 919-582-3516 Party/Vendor Address: 701 Corporate Center Drive, Suite 101 City Raleigh State:NC Zip: 27607 Department: Planning&Inspections Amount: $438,000.00 Purpose: Construction of the Lake Orange Erosion Control Barrier Replacement Project - BASE BID SCOPE ONLY Budget Code(s): #61370035-880000-10074 Vendor#N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one)New Renewal 0 Amendment ❑ Effective Date January 18,2022 Approved by Board Yes®No❑ Agenda Date: December 14, 2021 ---For Section XIV. c.contracts only,Approved by Board in Current FY Budget Yes❑No[—] This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director's Signature �°2 _ Date: 1/10/2022 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: Office of the Risk Management Officer QUA Cewulte Date1/10/2022 Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: 1/10/2022 r., Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney �aw�s ta"^ Date: 1/12/2022 �3]'302315dSAdF$... 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 8 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE79B81 EA AC�0 DATE(MM/DD/YYYY) �. CERTIFICATE OF LIABILITY INSURANCE 01/06/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Martha Lee Hawkins NAME. McGriff Insurance Services,Inc. FAX P.O.Box 10265 (A C NNo Ext): 800-476-2211 A/C,No): Birmingham,AL 35202 E-MAIL mawns me ADDRESS: hki riff.com @ 9 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Arch Insurance Company 11150 INSURED INSURER B:Allied World National Assurance Company 10690 FSC II,LLC 701 Corporate Center Drive.Suite 101 INSURER C: Raleigh,NC 27607 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:KBZWMEWM REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY ZAGLB9247600 10/01/2021 10/01/2022 EACH OCCURRENCE $ 6,000,000 � OCCUR DAMAGETORENTED CLAIMS-MADE PREMISES Ea occurrence $ 100,000 MED EXP(Any one person) $ 10,000 X Herbicide/Pesticide Applicator Endt PERSONAL&ADV INJURY $ 6,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 12,000,000 POLICY ECT LOC PRODUCTS-COMP/OP AGG $ 12,000,000 OTHER: $ A AUTOMOBILE LIABILITY ZACAT9276800 10/01/2021 10/01/2022 COMBINED SINGLE LIMIT 6,000,000 Ea accident $ X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B UMBRELLA LIAB X OCCUR 03125099 10/01/2021 10/01/2022 EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I X I RETENTION$10,000 $ A WORKERS COMPENSATION ZAWC19966600 10/01/2021 10/01/2022 X I PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (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 $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE:Construction of the Lake Orange Erosion Control Barrier Replacement Project The Contractor shall name the Owner,the Designer,the Designer's consultants,and the Construction Manager are included as Additional Insured under General Liability, Automobile Liability and Excess Liability as required by written contract.A Waiver of Subrogation applies in favor of Owner with respect to Workers'Compensation coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County AUTHORIZED REPRESENTATIVE P.O.Box 8181 / Hillsborough,NC 27278 Page 1 of 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 or an adjustment in the Contract Price 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 or Contract 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. 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 4 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, 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 the Contractor within the time specified, the Owner will execute and deliver the Agreement to him. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 5 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 6 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. 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 7 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. 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 8 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, 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 9 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 Contractor must receive specific written approval from the Owner prior to proceeding with any Work under the Agreement. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 10 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. 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 11 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 in favor of the Owner as well as other endorsements that may be required by applicable jurisdictions. 5.1.2 Automobile Liability Insurance Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 12 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. f) Personal Injury g) Cross Liability/Severability of Interest clause. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 13 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. 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 or Subcontractor(s) in the performance of the Work including all of Owner's property in Contractor's care, custody, Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 14 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 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 15 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 16 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 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 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. 5.5 RISK MANAGEMENT POLICY Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 17 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. 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 18 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. 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 19 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 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 20 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 21 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, permissions, and 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 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, Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 22 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 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 23 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 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 inconvenience, delay, interference, or other action or non-action of the Contractor or the Contractor's Subcontractors on the Project. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 24 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 expedite the Work not expressly reserved to the Owner by other provisions of the Contract Documents. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 25 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: 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 26 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 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 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 27 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 28 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 or an extension of Contract Time, the Contractor may make a claim therefore as provided in Article 14 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 29 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 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 30 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 November 8 December 9 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 31 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 or an extension or shortening of the Contract Time, adjustments shall be made as provided in Article 14 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 32 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 or an extension of Contract Time, he may make a claim therefore as provided in Article 14 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 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 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 33 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 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 34 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. 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 35 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 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 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. 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 36 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. 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) Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 37 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 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 38 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: a) Defective Work not corrected. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 39 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 40 ARTICLE 21. FINAL PAYMENT 21.1 If the Work of the Contractor is limited to demolition, pilings, caissons and 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 not finally resolved. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 41 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 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 43 ARTICLE 28. DISPUTE RESOLUTION 28.1 The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement. Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or nonperformance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina, and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. In any dispute arising pursuant to the terms of this Agreement the Parties shall follow and abide by the Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Regardless of the outcome of any dispute each Party shall be responsible for its own legal costs including reasonable attorneys' fees. 28.2 Any person or firm that expressly or impliedly agrees to perform labor or services or to provide material, supplies, equipment, work, performance or payment bonds, insurance or indemnification for the construction of the Project or the Work shall be deemed a party to this Agreement solely for the purpose of this Article 28. The Contractor, by means of its subcontracts, shall specifically require its Subcontractors to be bound by this Article. ARTICLE 29. TAXES 29.1 The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. The Contractor shall maintain all tax records during the life of the Project and furnish the Owner with a complete listing of all taxes paid by taxing authority, invoice number, date, amount, etc. in a form acceptable to the Owner. The Contractor is required to maintain a file showing taxes paid on the Project for three (3) years after Final Payment or turn said documents over to the Owner for his files. 29.2 The following is a list of requirements to be followed by the Contractor in maintaining proper records and reporting the North Carolina Sales and Use Tax and Local Sales and Use Tax. The Contractor shall comply fully with the requirements outlined below, in order that the Owner may recover the amount of the tax permitted under the law. a) It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of his Subcontractors. Such evidence shall be transmitted to the Owner with each pay request regardless of whether taxes were paid in that period. b) The documentary evidence shall consist of a certified statement by the Contractor and each of the Contractor's Subcontractors individually, showing total purchases of materials from each separate vendor and total sales and use taxes paid to each vendor. Certified statements must show the invoice number, or numbers, covered, and inclusive dates of such invoices. 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 44 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, or any other individual or entity, 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 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 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 45 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. The Owner may terminate the Agreement upon seven (7) days written notice to the Contractor for the Owner's convenience and without further liability or obligation to the Owner. 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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. f) 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. 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. Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 47 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. END OF GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION—EXHIBIT 1 Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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- 135.26(11),these Rules are promulgated to implement a mediated settlement program designed to focus the parties' attention on settlement rather than on claim preparation and to provide an opportunity for orderly settlement negotiations to take place. Nothing herein is intended to limit or prevent the parties from engaging in settlement procedures voluntarily at any time prior to or during commencement of the dispute resolution process. B. Initiating the Dispute Resolution Process 1. Any party to a County public construction contract(referred to herein generally as the "Contract") governed by Article 8. Ch. 143 of the General Statutes and identified in G.S. § 143- 128(f1) and who is a party to a dispute arising out of the Contract and the construction process in which the amount in controversy is at least$15,000 may submit a written request to the County for mediation of the dispute. 2. Prior to submission of a written request for mediation to the County,the party requesting mediation should give notice of any and all claims in accordance with their respective contracts, obtain decisions on the claims as required or allowed by their respective contracts, and attempt to resolve the dispute according to the terms and conditions in their respective contracts.The Mediator may adjourn any mediated settlement conference if the Mediator believes, in his or her sole discretion,that the parties have not satisfied all of the terms and conditions of their respective contracts and that doing so will enhance the prospects for a negotiated settlement. C. Condition Precedent to Litigation. Before any party to a Contract may commence a civil action against the County seeking remedies for breach or non-performance of the Contract by the County, said party must first initiate the dispute resolution process under these rules and attend and participate in good faith in the mediated settlement conference. RULE 2. SELECTION OF MEDIATOR A. Mediator Listing.A List of Mediators acceptable to the County is maintained by the County Attorney and that list is incorporated by reference into these Rules. B. Selection of Mediator.The party requesting mediation shall select a Mediator from the List of Mediators and shall file, with the County, a Notice of Selection of Mediator within 21 days of the request for mediation. Such notice shall state the name, address, and phone number of the Mediator selected. If Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA CONTRACTOR'S PROPOSAL DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA ORANGE COUNTY NOR I'H t:AR0 1 INA PROJECT MANUAL FOR THE Lake Orange Erosion Control Barrier Replacement t4 z t OWNER: ORANGE COUNTY, NORTH CAROLINA DESIGNER: ALPHA & OMEGA GROUP 4601 LAKE BOONE TRAIL, SUITE 3C RALEIGH, NC 27607 r,llrrllrili tttttil ufl III C�4Ro� June 15, 2021 ,.,��'� C�Rp''I� S L 032724 �-__�:. 031 2 +.Cj } •' �0��' ounded1948 ALPHA&OMEGA GROUP • r11711111 i1 tt\\\\ I/II,Ilf1111ttt�` UVIL I STRUCTURAL 14\ATER RE�OURL IE SET NO. DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA DIVISION o BIDDING AND CONTRACTING DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,]North Carolina Lake Orange Erosion Control Barrier Replacement NOTICE TO BIDDERS Bid No. 367-OC 5339: Lake Orange Erosion Control Barrier Replacement (October 29, 2021) Informal bid proposals (hereinafter referred to as "Bids" within the Notice to Bidders) will be received electronically by the Orange County Purchasing Department for providing labor, material and equipment entering into a Single Prime Contract for construction of the"Lake Orange Erosion Control Barrier Replacement" located to Orange County, North Carolina. Please transmit your electronic Bid via a-mail as a single combined/merged document(PDF fonnat)to the Orange County Purchasing Agent (Ms. lovana Amaro, 0amaro.Lct orangecountync.gov) no later than 3:00 p.m. (Eastern) on November 30, 2021. The subject line of the Bid submittal a-mail shall read, "Bid Proposal - Lake Orange Erosion�.onrrol Barrier Replacenleitl. " Closing Time for Bids: Electronic Bids will be received up to 3.00 p.m.(Eastern)on November 30,2021. There will not be a formal bid opening. Results will be made available after award. A mandatory pre-bid meeting will be held at the Lake Orange dam site on November 10,2021 at 2:00 p.m.,for those parties interested in submitting Bids. This mandatory pre-bid meeting will begin at the entrance gate to Lake Orange, located at 1221 Lake Orange Rd. (SR 1323), Hillsborough, NC 27278. Complete Contract Documents can be obtained electronically from Alpha & Omega Group. Orange County provides minorities and women equal opportunity to participate in all aspects of its construction program consistent with North Carolina Law. No Bid may be withdrawn for sixty(60) days after the scheduled Closing Time for Bids. The Owner,Orange County,North Carolina reserves the right to reject any or all Bids and to waive informalities and irregularities. Owner: Orange County, North Carolina P.O. Box 8181 Hillsborough, NC 27278 (919) 245-2575 Engineer: Alpha &Omega Group 4601 Lake Boone Trail Suite 3C Raleigh, NC 27607 (919) 981-0310, Ext. 11 I Engineer of Record: Bill S. Needham, PE Notice to Bidders 001000-1 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement LAKE ORANGE EROSION CONTROL BARRIER REPLACEMENT TABLE OF CONTENTS Division 0 BIDDING AND CONTRACTING Sections 001000 Notice to Bidders 1/1 002000 Table of Contents 1/2 003000 Instructions to Bidders 1/7 004000 Bid Proposal Form 1/4 Bid Bond Form 1/1 E-Verify Affidavit 1/1 Living Wage Contractor Policy Affidavit 1/1 005000 Construction Agreement 1/8 (General Construction Agreement) Payment Bond Form 1/3 Performance Bond Form b 3 Iran Divestment Certification b2 007000 General Conditions IA7 008000 Supplementary General Conditions IA Appendix A MBE Participation Forms 1 6 Dispute Resolution Rules and Procedures 1.5 Ordinance Prohibiting Discrimination 1 3 Nondiscrimination Certification 1.2 Minimum Insurance Requirements 1-2 Division 1 GENERAL REQUIREMENTS Sections 011000 Summary of Work 1.4 012000 Project Meetings 1 3 012300 Alternates 1.3 012700 Unit Prices 1.2 012900 Payment Procedures I-4 013000 Submittals I;7 Submittal Transmittal CSI Form 12,1A 1;1 015000 Temporary Facilities and Control 1;2 015760 Control of Water 1r6 017000 Project Closeout and Form MBE-6 lr 10 017400 Warranties and Bonds 1.3 Appendix B Contractor's Payment Application Form 1.'1 Sales Tax Report Form I.- Table of Contents 002000-1 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement Division 2 SITE WORK Section(s) 020300 Surveys and Layout 1-2 022300 Site Clearing 1`5 022400 Dewatering V2 029200 Lawns and Grasses 1.2 Division 3 CONCRETE Section(s) 031250 Articulating Concrete Block I I l 033000 Cast-In-Place Concrete 1I8 Division 31 EARTHWORK Section(s) 312000 Earth Moving I F7 Appendix C Geotechnical Report I i M Water Control Plan Assessment Report Ills Appendix D NCDOT Driveway Permit P 12 NC Dam Safety Certificate of Approval IM NCDEMLR Erosion Control Letter of Approval P3 NCDEMLR Certificate of Approval U1 USACE Nationwide Permit 3 U36 Table of Contents 0020002 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County, North Carolina Lake Orange Erosion Control Barrier Replacement INSTRUCTIONS TO BIDDERS INFORMAL CONSTRUCTION CONTRACT For a Bid Proposal to be considered,it must be in accordance with the following instructions: I. BID PROPOSALS Bid Proposals must be made on the Bid Proposal Fonn provided herein,and all blank spaces for Base Bids, Alternates and Unit Prices, applicable to Bidder's work, shall be properly filled in. When requested Alternates are not bid, the Bid Proposal may be considered non-responsive. The Bidders agree that Bid Proposals submitted on the specified Bid Proposal Form,which is detached from the Specifications, will be considered and will have the same force and effect as if attached thereto. Numbers shall be stated both in writing and in figures for the Base Bids and Alternates. Any modification to the Bid Proposal Fortn (including Alternates and-or Unit Prices) may disqualify the Bid Proposal and may cause the Bid Proposal to be rejected. The Bidder shall fill in the Bid Proposal Fonn as follows: A. If the documents are executed by a sole Owner, that fact shall be evidenced by the word "Owner" appearing after the name of the person. B. If the documents are executed by a Partnership, that fact shall be evidenced by the word "Co-Partner" appearing after the name of the partner executing them. C. If the documents are executed on the part of a Corporation,they shall be executed by either the President or the Vice-President and attested by the Secretary or Assistant Secretary in either case, and the title of the office of such person shall appear after their signatures. The seal of the Corporation shall be impressed on each signature page of the documents. D. If the Bid Proposal is made by a Joint Venture, it shall be executed by each member of the Joint Venture in the above form for sole Owner, Partnership, or Corporation, whichever forn is applicable. E. All signatures shall be properly witnessed. F. The Bid Proposal shall be addressed as indicated in the Notice to Bidders and shall be delivered as a single combinedlmerged electronic document(PDF format)via e- mail to 'ainaro'rt;oran &ecountnc.aov. The subject line of the Bid Proposal submittal e-mail shall read, "Bid Proposal - Lake Ortinge Erosion Control Barrier Rel)lacement." The electronic Bid Proposal document shall be marked "Bid Proposal" and bearing the name of Project, name and address of the Bidder, the Bidder's license number and, if applicable, the designated portion of the Work for which the Bid Proposal is submitted. Instructions to Bidders 003000-1 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement G. It shall be the specific responsibility of the Bidder to deliver this Bid Proposal to the proper official at the appointed place and prior to the announced Closing Time for Bids. Later delivery of a Bid Proposal for any reason shall disqualify the Bid Proposal. H. Modifications of previously deposited Bid Proposals or requests for withdrawal will be acceptable only if delivered in writing via a-mail to jamaroWcoranzecoun€ c.gov prior to the announced Closing Time for Bids. I. Unit Prices quoted in the Bid Proposal shall include overhead and profit and shall be the full compensation for the Bidder's cost involved in the work. 2. EXAMINATION OF CONDITIONS It is understood and mutually agreed that by submitting a Bid Proposal the Bidder acknowledges hivher careful examination of the Bidding Documents pertaining to the work, the location, accessibility and general character of the site of the work and all existing buildings and structures within and adjacent to the site; and has satisfied himselfherself as to the nature of the work, the condition of existing buildings and structures, the conformation of the ground, the character, quality and quantity of the materials to be encountered; the character of the equipment, machinery,plant and any other facilities needed preliminary to and during prosecution of the work; the general and local conditions; the construction hazards; and all other matters, including but not limited to,the labor situation which can in any way affect the work under the Contract;and including all safety treasures required by the latest edition of the Occupational Safety Health Act and all rules and regulations issued pursuant thereto. It is further mutually agreed that by submitting a Bid Proposal, the Bidder acknowledges that heishe has satisfied himself-herself as to the feasibility and meaning of the plans,drawings,specifications,and other Contract Documents for the construction of the work and that heishe accepts all the terms,conditions and stipulations contained therein;and that heishe is prepared to work in cooperation with the Owner and all other Contractors performing work on the site. Reference is made to the Contract Documents for the identification of those surveys and investigative reports of subsurface or latent physical conditions at the site or otherwise affecting perfonnance of the work which have been relied upon by the Licensed Professional who prepared the documents. Copies of all such surveys and reports are available to the Bidders, upon request. All Bidders are responsible for reviewing these documents prior to submission of their Bid Proposal. Each Bidder may,at hisiher own expense,make such additional surveys and investigations, as he she may deem necessary to determine hislher Bid Proposal price for the performance of the work. Any on-site investigation shall be done at the convenience of the Owner. The Owner will honor any reasonable request for access to the site. 3. SUBSTITUTIONS Material substitutions will be considered during the bidding phase until seven(7)days prior to the receipt of Bid Proposals. No substitutions will be considered after seven(7)days prior to the receipt of Bid Proposals. Instructions to Bidders 003000-2 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement For proposed material substitutions submit the following information to the Licensed Professional who prepared the plans and specifications: ■ Name of manufacturer ■ Address of manufacturer ■ Phone number of manufacturer ■ Trade name • Model or catalogue designation • Manufacturer's data including: • Performance and test data ■ Reference standards ■ Detailed comparison with specified product including: • Perfortance • Test results • Warranties • Gauge, thickness or strength or material finish • Other pertinent data ■ Other information requested by the Licensed Professional who prepared the plans and specifications Submittals relating to substitutions, which are not fully complete by seven(7)days prior to the receipt of Bid Proposals, will not be reviewed. If the Licensed Professional who prepared the plans and specifications accepts a material substitution, Bidders will be notified by Addendum. 4. ADDENDA Any additional terns deemed necessary by the Owner will be posted in the form of an Addendum to the Orange County website, www.oran ecount c. ov, and shall become an Addendum to this solicitation. It is the Bidder's responsibility to ascertain prior to the announced Closing Time for Bids, which Addenda have been issued and confirm that hisiher Bid Proposal includes any changes covered by the Addenda. Should the Bidder find discrepancies in, or omissions from, the drawings or documents or should heishe be in doubt as to their meaning, he she shall at once notify the Licensed Professional who prepared said drawings or documents. Neither the Owner nor the Licensed Professional who prepared the drawings or documents will be responsible for any oral instructions. The Bidder on hisiher Bid Proposal shall acknowledge all Addenda. Failure to do so may disqualify the Bid Proposal and may cause the Bid Proposal to be rejected. Instructions to Bidders 003000.3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement 5. BID PROPOSAL SECURITY A Bid Bond is required in the amount of 5% of the Bid Proposal. Bidder shall use the Bid Bond Form located in Section 004000. 6. RECEIPT OF BID PROPOSALS Bid Proposals shall be received in strict accordance with requirements of the North Carolina General Statutes. Prior to the announced Closing Time for Bids, the Bidder will be pennitted to change or withdraw hisiher Bid Proposal as allowed by Item I.H. of these Instructions to Bidders. All copies of the Bid Proposal, if any,and any other documents required to be submitted with the Bid Proposal shall be combined.'merged into a single electronic document (PDF format). The single electronic Bid Proposal document (PDF fonnat) shall be e-mailed to jatnaroCa;orangecountync.go by the announced Closing Time for Bids. The electronic Bid Proposal document shall be marked"Bid Proposal"and bearing the name of Project,name and address of the Bidder,the Bidder's license number and,if applicable,the designated portion of the Work for which the Bid Proposal is submitted. 7. OPENING OF BID PROPOSALS There will not be a formal bid opening. Results will be made available after award. A Bidder may withdraw their Bid Proposal after the announced Closing Time for Bids without forfeiting their Bid Proposal deposit in certain limited circumstances. Withdrawal after the announced Closing Time for Bids is pennitted only if all of the following conditions specified in North Carolina General Statutes §143-129.1 are met: A. The Bid Proposal was submitted in good faith. B. The Bid Proposal price "was based upon a mistake,which constituted a substantial error". C. Credible evidence is submitted showing that the error (1) was clerical nature as opposed to a judgment error, and (2) was actually due to an unintentional and substantial arithmetic error or an unintentional omission of a substantial quantity of work, labor, material or services made directly in the compilation of the Bid Proposal. D. The error can be clearly shown by objective evidence drawn from inspection of the original work papers, documents or materials used in the preparation of the Bid Proposal, E. The request to withdraw(1)the Bid Proposal is made in writing to the public agency that invited the Bid Proposals,and(2)is made prior to the award of the Contract,but not later than seventy-two (72) hours after the announced Closing Time for Bids. Instructions to Bidders 003000-4 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement 8. REJECTION OF BID PROPOSALS The Owner reserves the unqualified right to reject any and all Bid Proposals. Reasons for Bid Proposal rejection may include, but shall not be limited to, the following: A. If the Bid Proposal Form furnished to the Bidder is not used or is altered. B. If the Bidder fails to insert a price for all Base Bid items, Alternates and Unit Prices requested. C. If the Bidder adds any provisions reserving the right to accept or reject any award. D. If there are unauthorized additions or conditional Bid Proposals,or irregularities of any kind which tend to make the Bid Proposal incomplete,indefinite,or ambiguous as to its meaning. E. If the Bidder fails to complete the Bid Proposal Form where information is requested so the Bid Proposal may be properly evaluated by the Owner. F. If the Unit Prices contained in the Bid Proposal For n are unacceptable to the Owner. G. If the Bidder fails to comply with other instructions stated herein, 9. BID PROPOSAL EVALUATION The award of the Contract will be made to the lowest responsible Bidder as soon as practical. Should the successful Bidder default and fail to execute a Contract,the Contract may be awarded to the next lowest and responsible Bidder. Before awarding a Contract, the Owner may require the apparent low Bidder to qualify himself herself to be a responsible Bidder by furnishing any or all of the following data: A. The latest financial statement showing assets and liabilities of the company or other information satisfactory to the Owner. B. A listing of similar completed projects of similar size, with contact persons and telephone numbers. C. Permanent name and address of place of business. D. The number of regular employees of the organization and length of time the organization has been in business under present name and percentage of work typically perfonned by the contractor's firm. (1) Qualifications of key employees assigned to this Project. (2) References for key employees assigned to this Project. Instructions to Bidders 003000-5 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barricr Replacement E. The name and home office address of the Surety proposed and the name and address of the responsible local claim agent. F. The names of members of the firm who hold appropriate trade licenses,together with license numbers. G. Complete list of all subcontractors and suppliers proposed. H. Any pending arbitration or mediation cases or lawsuits. This may include all arbitration, mediation and lawsuits settled or resolved within last ten (10) years. Failure or refusal to furnish any of the above information if requested shall constitute a basis for disqualification of any Bidder. In determining the lowest responsible Bidder,the Owner may consider the past performance of the Bidder on construction contracts for Orange County, the State of North Carolina or other governmental agencies. Particular concern will be given to completion times, quality of work, cooperation with other Contractors, and cooperation with the Engineer and Owner. Should the Owner adjudge that the apparent low Bidder is not the lowest "responsible" Bidder by virtue of the above information, said apparent low Bidder will be so notified and his Bid Security shall be returned to him/her. The Owner shall have the right to accept Alternates in any order or combination and to determine the low Bidder on the basis of the sum of the Base Bid and the Alternates accepted. The Owner reserves the right to reject any and all Bids, to waive all technicalities and irregularities, and to make the award as considered to be in the best interest of the Owner. 10. PERFORMANCE BOND The successful Bidder, upon award of Contract, shall furnish a Performance Bond in an amount equal to one hundred percent (100°o) of the Contract price. IL PAYMENT BOND The successful Bidder,upon award of Contract,shall furnish a Payment Bond in an amount equal to one hundred percent (100°-o)of the Contract price. 12. BID PROPOSALS TO BE BID Single Prime Construction Work 13. INFORMATION TO BIDDER Instructions to Bidders 0030006 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement All questions concerning the plans and specifications should be directed to the Licensed Professional who prepared said documents. END OF SECTION 003000 Instructions to Bidders 003000-7 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement LAKE ORANGE EROSION CONTROL BARRIER REPLACEMENT BID PROPOSAL FORM SINGLE PRIME CONSTRUCTION WORK Informal Contract The undersigned.as Bidder.herebydeclares that the only person or persons interested in this Bid Proposal as principal or principals is or are named herein and that no other person than herein mentioned has any interest in this Bid Proposal or in the Contract to be entered into; that this Bid Proposal is made without connection with any other person. company or parties making a Bid Proposal; and that it is in all respects fair and in good faith without collusion or fraud. The Bidder further declares that he.-she has examined the site of the work and infortned himself/herself fully in regard to all conditions pertaining to the place where the work is to be done; that he/she has examined the specifications for the work and the Contract Documents relative thereto, including Addenda, if any, and has read all special provisions furnished prior to the announced Closing Time for Bids; that hershe has satisfied himself relative to the work to be performed. The Bidder proposes and agrees if this Bid Proposal is accepted to contract with Orange County,North Carolina with a definite understanding that no money will be allowed for extra work, except as set forth in the General Conditions and Contract Documents. The Bidder further proposes and agrees hereby to commence work under his/her Contract on a date to be specified in a written order of Orange County. North Carolina and shall fully complete all work there under within 120 consecutive calendar days from and including said date in complete accordance with the plans, specifications and Contract Documents,to the full and entire satisfaction of Orange County, North Carolina and Alpha&Omega Group. Applicable liquidated damages shall be as stated in the Supplementary General Conditions, Article 13. SINGLE PRIME CONTRACT Base Bid: r59✓2 t-V,Q rOP66 —re-1lP-7y-64gT 14CV54A6 Dollars{$ H38,040 O (Concrete Retaining Walls and Armorllex Concrete Block Mar (it existing nutlet weir) Should any of the Alternates as described in the specifications be accepted,the amount written below shall be the atnount to"add to"the Base Bid. Refer to Section 012300 for description of Alternates. Alternate 1%1¢e5t�5 MAW6Re% Srr�1N tD cue 9VAi6er'r1 ��H7`/ Dollars{$3EXo !tom (7'-6" ivi(le Armoi lex Concrete Black Mat along existing earthen berm) Alternate 2:KvE 9W6466 Q-rY lim,54A6 ^Iome klmoJU& 414-'rV Dollars($52W, Wo-ff (20'-0"wide Armorflex C'oncreie Black Mcrt along existing earthen berm) Bid Proposal Form 004000-1 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carol ina Lake Orange Erosion Control Barrier Replacement UNIT PRICES Unit prices are complete for labor, equipment, material, overhead and profit. Base Bid includes the stipulated allowance quantity of each item. Unused amount will be credited to the Owner by change order at the end of the project. Unit prices quoted and accepted shall apply throughout the life of the Contract, except as otherwise specifically noted. Unit prices shall be applied, as appropriate, to compare the total value of changes in the base bid quantity of the work and in the given Allowances all in accordance with the Contract Documents. Unit Description Allowance Unit Measure Unit Total Price Price No. uantit Price I NCDOT ABC Stone 40 Ton 75-.00 3 000.OD 2 / NCDOT Class B Stone 5 Ton t DO.00 5-00. 00 3 Soil Backfill 75 Cubic Yard 200.00 15,-000.00 4 Reinforced Concrete 65 Cubic Yard 1,Z00.00 76,,000.00 5 Reinforcing Steel 9,181 Pounds Z3,$70, (ea 6 Unreinforced Concrete 20 Cubic Yard 37�00 7,S00. 00 The undersigned acknowledges receipt of the following Addenda issued during the time of bidding and includes the changes therein in this Bid Proposal: Addendum Number Dated 11�ZZ�ZoZI Addendum Number Dated Addendum Number Dated Addendum Number . Dated The undersigned agrees that this Bid Proposal will not be withdrawn fora period of sixty(60) consecutive calendar days. The undersigned agrees to ensure compliance with the E-Verify requirements of the General Statutes of North Carolina, all contractors, including any subcontractors employed by the contractor(s), by submitting a Bid Proposal or any other response, or by providing any material, equipment,supplies,services,etc..attest and affirm that they are aware and in full compliance with Article 2 of Chapter 64, (NCGS64-26(a)) relating to the E-Verify requirements. The undersigned further agrees that in the case of failure on his part to execute the said Contract and the Bond within ten (10)consecutive calendar days after written notice being given of the award of the Contract,the check,cash or Bid Bond accompanying this Bid shall be paid into the funds of Owner's Account set aside for this Project, as liquidated damages for such failure; otherwise, the check, cash or Bid Bond accompanying this Bid Proposal shall be returned to the undersigned. By acceptance of this con tract!purchase order or by submission of any Bid Proposal, etc, vendors, contractors, and"or subcontractors affirm they are not listed on the Final Divestment List Bid Proposal Form 004000-2 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement created by the State Treasurer pursuant to N.C.G.S. 143-6A-4, Iran Divestment Act Certification. Contractor/vendor shall not utilize any subcontractor that is identified on the list. Respectfitlly submitted this T� day of t7ECe'�grQ 2021 i� LI,G d6a Sanr-fjL,l (Name of Firm or Corporation making Bid) 13� � � 1�--► WITNESS: (Proprietorship or Partnership) Title: 8 (Owner. Partner, or Corporation R reside r Vice President Only) v Address: 701 �i0IsoA•4TC ('c�•►TE.L Q w -5/rTC:5 !o! —R Er A!C V (An7 Affix C bove License Number: Sig ATTEST; By: Title: Air yIfA m`T 5_�Ue Al (Corporation Secretary or Assistant Secretary Only) Bid Proposal Form 004000-3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orangc Erosion Control Barrier Replacement MINORITY BUSINESS PARTICIPATION REQUIREMENTS Provide with the Bid Proposal - Under GS 143-128.2(c) the undersigned Bidder shall identify on its Bid Proposal (Identification of Minority Business Participation Forin)the minority businesses that it will use on the project with the total dollar value of the work that will be performed by the minority businesses. Also list the good faith efforts (Affidavit A) made to solicit minority participation in the Bid Proposal effort. Note: A contractor that performs all of the work with its own workforce may submit an Affidavit(B)to that effect in lieu of Affidavit(A)required above. The MB Participation Form must still be submitted even if there is zero participation. After the announced Closing Time for Bids-The Owner will consider all Bid Proposals and determine the lowest responsible, responsive bidder. t.pon notification of being the apparent low bidder, the Bidder shall then file within 72 hours of the notification of being the apparent lowest bidder, the following: An Affidavit(C)that includes a description of the portion of work to be executed by minority businesses,expressed as a percentage of the total contract price, which is equal to or more than the 10%goal established. This affidavit shall give rise to the presumption that the Bidder has made the required good faith effort and Affidavit D is not necessary; * Or * If less than the 10% goal, Affidavit (D) of its good faith effort to meet the goal shall be provided. The document must include evidence of all good faith efforts that were implemented, including any advertisements,solicitations and other specific actions demonstrating recruitment and selection of minority businesses for participation in the contract. Note: Bidders must always submit with their Bid Proposal the Identification of Minority Business Participation Form listing all MB contractors, vendors and suppliers that will be used. If there is no MB participation, then enter none or zero on the form. Affidavit A or Affidavit B, as applicable, also must be submitted with the bid. Failure to file a required affidavit or documentation with the Bid Proposal or after being notified apparent low bidder is grounds for rejection of the Bid Pro osald. ** PLEASE BE SURE THAT YOUR BID PROPOSAL PACKAGE CONTAINS ALL OF THE FOLLOWING DOCUMENTS IN ORDER FOR IT TO BE CONSIDERED A RESPONSIVE BID ** • Bid Proposal Form • Bid Bond • E-Verify Affidavit • Li,*ing Wage Contractor Policy • Iran Divestment Act Certification • Orange County Nondiscrimination Certification • Identification of Minority Business Participation • Minority Business Forms (Affidavits A through D, as applicable) Bid Proposal Form 004000-4 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA r Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement BID BOND KNOW ALL MEN BY THESE PRESENTS,that we, FSC II, LLC dba Fred Smith Company (Bidder's Name) of 701 Corporate Center Drive, Suite 101, Raleigh, NC 27607 (Street Address) (City, State,Zip) hereinafter called the Principal,and Western Surety Company of (Surety's Name) 151 N. Franklin Street, Chicago, I L 60606 a Corporation duly organized,and existing under the laws of the State of South Dakota and authorized to transact business in the State of North Carolina, as Surety,hereinafter called the Surety,are held and firmly bound unto the County of Orange as Owner, hereinafter called the Obligee, in the Penal sum of five percent(5%)of the amount bid,good and lawful money of the United States of America,for the payment for which the Principal and the Surety,bind ourselves,their heirs,executors,administrators, successors and assigns,jointly and severally,firmly by these presents.This bid bond is submitted in lieu of submitting cash,a cashier's check,or a certified check pursuant to G.S. 143- 129. WHEREAS,the Principal has submitted a Bid for the construction of_Bid No. 367-OC 5339 (Project Name) Lake Orange Erosion Control Barrier Replacement NOW THEREFORE,if the Obligee shall accept the Bid ofthe Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of said Bid,and give such bond or bonds as may be specified in the Bidding and Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and materials furnished in the prosecution thereof,then this obligation shall be null and void;but if the Principal fails to so execute such Contract and give such bonds as required by G.S. 143-129, this obligation shall otherwise remain in full force and effect and the Surety shall,upon demand,forthwith pay to the Obligee the full amount set forth in the first paragraph hereof. SIGNED AND SEALED this�khday of November ,2021 in the presence of: Witness Witness FSC II, LLC dba rrpri Smith Company Western Surety Company Principal (SEAL) Surety (SEAL) Title Title Renee Ellis, Attorney in Fact DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE79B81 EA Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents,That WESTERN SURETY COMPANY,a South Dakota corporation,is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota,and that it does by virtue of the signature and seal herein affixed hcreb} make,constitute and appoint Thomas J. Gentile, Billie Jo Sanders, Renee Ellis, Paul B Scott Jr., David J Durden, Milton A Kopf III, Individually of Montgomery,AL,its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign,seal and execute for and on its behalf bonds,undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney,pursuant to the authority hereby given,are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By Law printed on the reverse hereof,duly adopted,as indicated,by the shareholders of the corporation In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 2nd day of June.2021 WESTERN SURETY COMPANY �ysrii:rrn S vON �s�a�A�fi+Y aul T Bruflat,Vice President State of South Dakota County of Minnehaha ss On this 2nd day of June,2021,before me personally came Paul T Bruflat,to me known,who,being by me duly swom,did depose and say that he resides in the City of Sioux Falls,State of South Dakota;that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument_that he knows the seal of said corporation,that the seal affixed to the said instrument is such corporate seal;that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to I ike authority,and acknowledges same to be the act and deed of said corporation. My commission expires ` M.BENT p��HOrAitY PUBLIC March 2,2026 ;SOUTH DAKOTA�i M.Bent,Notary Public CERTIFICATE 1, L Nelson,Assistant Secretary of Wt:S"'ERN SURE?Y COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force,and further certify that the By-Law of the corporation printed on the reverse hereof is still in force. In testimony whereof 1 have hereunto subscribed my name and affixed the seal of the said corporation this 301h day of November,2021. /� ,,�,�p'i1e co WESTERN SURETY COMPANY N, pONAi�;v s aril OAK L.Nelson,Astixiant Secretary Form F428*4-2Qt2 Go to www.cnasurety.com>Owner/Obligee Services>Validate Bond Coverage,if you want to verify bond authenticity. DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY I, Tawas T_. Sowsgvv, .Te (the individual attesting below), being duly authorized by and on behalf of AS(— 1r,zt-L rJl64 &*o '7V47y (the entity bidding on project hereinafter"Employer")after first being duly 0n44--y sworn hereby swears or affirms as follows: I. Employer understands that E-Ve_rify 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(S). 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 )L 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 30 day of Alov4OOMe 202 l Signature of Affiant Print or Type Name: T o'v►4t T Sawvsd-, T'7, State of North Carolina, WhE County Signed and sworn to(or affirmed) before me,this the " •.`•eJ� tij•�•, day of �OUO&, �.2021. @. Rl i /\_ = � VO!_lfi_A7� Y Z Ev6n My Commission Expires: $�y -'ZI o ,� 2 L oZl �"" � , �r ��••, Lnn �' y CARD;".0 tart'Public DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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: April 21,2016 Revisions: August 1, 2016 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 as reflected in the adopted Orange County Budget and as that budget document is amended from time to time. 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 Contractors are required to provide the pay rate for the lowest paid member that will be working on this project COMPLETE THE PORTION AS OUTLINED BELOW AND RETURN WITH YOUR BID RESPONSE.THIS ACKNOWLEDGEMENT AND RESPONSE ARE REQUIRED AS A PART OF YOUR BID PACKAGE Orange County reserves the right to: • Award lowest responsible bidder that is responsive • To reject any or all bids • And to waive minor irregularities Acknowledge receipt of the Orange County Living Wage Contractor Policy YES-)( NO If yes, the lowest hourly wage to be paid any employee shall be SA�_/HOUR DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA [Departmental Use Onlyl TITLE FY NORTH CAROLINA CONSTRUCTION AGREEMENT OVER$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 General Conditions which are fully incorporated in this Agreement, the Request for Proposals, designer approved communications and field orders, the Proposal, Construction Documents and Drawings and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement and incorporated General Conditions attached as Exhibit I. b. Designer approved and stamped construction documents and drawings and written specifications. c. Designer approved communications and field orders. d. Request for Proposals and addenda thereto. e. Proposal. 2. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform, and be fully responsible for all of the Work required by this Agreement within the time period stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents, which are made a part hereof as if fully contained herein: a. Construction Drawings prepared by (Sheet dated ) b. Written specifications prepared by the Designer. C. proposal dated , 20 which fully describes the work to be performed, such work (hereinafter called the "Work"). Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA d. Related documents listed under Section I above. 3. TERM AND SCHEDULING a. The Contractor agrees to commence work pursuant to the written Notice-to Proceed. b. The Contractor agrees to complete substantially all Work included by , 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. 4. STANDARD OF CARE AND DUTIES OF CONTRACTOR a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the perfonnance of these services. Contractor is solely responsible for the professional duality,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 Contractor, Subcontractor, and Sub-subcontractor errors or omissions, in the performance of the Agreement together with the errors and omissions of any agent or employee of the Contractor or any Subcontractor or Sub-subcontractor. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Owner. d. Contractor is an independent contractor of Owner. Any and all employees of the Contractor engaged by the Contractor in the perfonnance 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. 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:r.."www.oranyecountync,govldepartments 12urchasing division,"contracts.php). Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately tenninate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. f. If activities related to the performance of this Agreement require specific licenses, Revised 06/21 2 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA certifications, or related credentials Contractor represents that it and its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. g. The Contractor shall supervise and direct the Work efficiently and with the Contractor's best skill and attention. Except as specifically set forth in the Contract Documents the Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction, and for safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. h. The Contractor shall appoint a competent Project Manager with general authority to manage the Project for the Contractor. The Contractor shall also keep on the Project at all tithes during the Work of the Contractor a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Designer or by the Owner if a Designer is not retained for the Project. i. If, in the opinion of the Designer, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, such Subcontractor shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the Designer. j. The Contractor shall attend all progress conferences and all other meetings or conferences. The Contractor shall be represented at these progress conferences by a representative having the authority of the Project Manager and by such other representatives as the Designer may direct. k. Costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor. Any Work in which untested materials are used without written approval or written permission of the Owner or Designer shall be removed and replaced at Contractor's expense. 1. The Contractor shall obtain all necessary permits including all permits required to complete the Work in compliance with local, state, and federal law. 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 Designer if a Designer is retained on the Work, a Request for Payment for work done during the previous calendar month. (i) The Request for Payment shall be in form of a standardized invoice or AIA Document G702-703 appropriately addressed to Owner's Representative at and shall show substantially the value of work done during the previous calendar month. (i i) The amount due for payment shall be ninety five percent (95°.o) of the value of work completed since the last Request for Payment and this amount shall be paid by the Revised 66/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Owner on or before the last business day of the month. Owner shall retain five percent (50 0) (the"Retainage"). (1) Upon Owner's Representative's certification that fifty percent (509 o) of the Work has been satisfactorily completed Retainage shall be reduced to two and one half percent (2'z'o). (2) Upon Owner's Representative's certification that ninety percent (90°o) of the Work has been satisfactorily completed Retainage may be discontinued. Retainage may be discontinued, at Owner's Discretion, so long as work continues to be completed satisfactorily and on schedule. (iii) Final payment shall not be due to the Contractor until thirty (30) days after Final Completion of the Work, including punch list work, has been satisfactorily (as detennined by the County) completed and an appropriate Affidavit, Indemnification, and Release as required in Section 5.4(e) of Exhibit 1 has been received and approved by Owner. b. Should Owner reasonably detennine 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 lit-nit the definition of breach to the failure to perform the Work related to a Request for Payment. c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors. d. Should the Owner receive notice that the Contractor has failed to pay a Subcontractor for the Work performed related to a Request for Payment, Owner shall have the authority to withhold payment of the disputed amount until parties resolve their dispute. Failure to pay the Contractor pursuant to this section of the Agreement shall not be deemed to be a breach of the Agreement. 6. NON APPROPRIATION a. Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. b. In the event that public funds are unavailable or not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire Revised 06/21 4 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA without penalty to Owner immediately upon written notice to Contractor of the unavailability or 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. 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 tenninate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal authority. 7. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Owner: Contractor: Orange County Attn: P.O. Box 8181 Hillsborough, NC 27278 8. MISCELLANEOUS a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law, rules, regulations and ordinances. b. No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty granted them under the Contract Documents, nor shall any act or failure to act constitute any approval except as specifically agreed in writing. c. The Work shall be tested and inspected as required by the Contract Documents and as required by law. Unless prohibited by law the costs of all such tests and inspections related to state and federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building Codes shall be borne by the Contractor. The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner. Delays related to any of 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 teens 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 Designer, if a Designer is retained for the project involving the Work, or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor shall immediately, at Contractor's expense, correct the Work. Any such rejection may be made before or after substantial completion. If applicable, any additional expense borne by the Designer under this section shall be paid at Contractor's expense. e. The County has designated ( ) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the Revised 06/21 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA 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. f. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. g. In the event of a breach by Contractor Owner has sole authority to detennine the reasonableness of Contractor's actions to remedy such breach or complete the performance of its obligations. h. 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. 9. CONSEQUENTIAL DAMAGES a. Owner and Contractor mutually waive any claim against each other for consequential damages. Consequential Damages include: (i) Damages incurred by Owner for loss of use, income, financing, or business. (ii) Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. 10. ENTIRE AGREEMENT All of the documents listed, referenced or described in this Agreement, the written Notice-to-Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, labor, materials, and completed construction required by the Contract Documents and all parts thereof is the Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement inay be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. If any provision of the Agreement or General Conditions shall be declared invalid or unenforceable,the remainder of the Agreement shall continue in full force and effect. [SIGNATURE PAGE TO FOLLOW] Revised 06/21 t'. DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY: CONTRACTOR: - - -— By: Printed Nance and Tille DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA 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 �1 (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: --- For Section XIV c contracts only,Approved by Board in Current FY Budget Ycs❑No❑ This agreement is approved as to technical form and content and 1 as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director's Signature Datc: 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 Ser,.ices 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(worangecountync.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:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement PAYMENT BOND CONTRACTOR(name and address): SURETY(name and address of principal place of business): OWN E R(name and address): CONSTRUCTION CONTRACT Effective Date of the Agreement: Amount: Description (name and location): BOND Bond Number: Date(not earlier than the Effective Date of the Agreement of the Construction Contract): Amount: Modifications to this Bond Form: ❑ None ❑ See Paragraph 18 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Payment Bond to be duly executed by an authorized officer, agent, or representative. CONTRACTOR AS PRINCIPAL SURETY (seal) (seal) Contractor's Name and Corporate Seal Surety's Name and Corporate Seal By: By: Signature Signature(attach power of attorney) Print Name Print Name Title Title Attest: Attest: Signature Signature Title Title Notes: (1)Provide supplemental execution by any additional parties,such as joint venturers.(2)Any singular reference to Contractor,Surety,Owner,or other party shall be considered plural where applicable. E1CDC'C-615,Payment Bond Copyright Q12013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 1 of 3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement 1. The Contractor and Surety joint-y and severally. bind 6. If a not ce of non payment required by Paragraph 5.1 1 is themselves, their heirs, executors. administrators. given by the Owner to the Contractor, that;5 sufficient to successors, and ass gns to the Owner to pay for abor. satisfy a Cla mans s obigation to furnish a written not;ce of materials and equipment furnished for ustp in the non-payment under Paragraph 5 1.1. performance of the Construction Contract. which is incorporated here-n by reference subject to the following 7. When a Claimant has satisf ed the cendit'ons of Paragraph terms 5 1 or 5.2, whichever is appl cable, the Surety sha I promptly and at the Surety's expense take the following 2. If the Contractor promptly makes payment of a.l sums due actions: to Claimants,and defends,indemn f-es.and hods harmless the Owner from c-a ms, demands, liens, or suits by any 7 1 Send an answer to the Claimant. with a copy to the person or entity seeking payment for labor materials, or Owner within sixty (60) days after re._eipt of the equipment furnished for use on the performance of the Claim stating the amounts that are undisputed and Construction Contract. then the Surety and the Contractor the basis for challenging any amounts that are shall have no obligat on under this Bond disputed:and 3. If there is no Owner Default under the Ccnstruct;n 7.2 Pay or arrange for payment of any undisputed Contract. the Surety s ob igation to the Owner under tPis amounts Bond shall arise after the Owner has promptly not fled the Contractor and the Surety (at the address described in 7.3 The Surety's failure to discharge �ts obligations Paragraph 13)of c aims,demands,liens or suits against the under Paragraph 7.1 or 7.2 shall not be deemed to Owner or the Owners property by any person or entity constitute a waiver of defenses the Surety or seeking payment for labor, materials, or equipment Contractor may have or acquire as to a Clam, furnished for use n the performance of the Construction except as to undisputed amounts for which the Contract. and tendered defense of such claims. demands. Surety and C a;mant have reached agreement. if liens,or suits to the Contractor and the Surety however the Surety fails to discharge its obligations under Paragraph 7.1 or 7.2, the Surety shall 4. When the Owner has satisfied the cond Mons in Paragraph indemnify the Claimant for the reasonable 3, the Surety shal promptly and at the Surety's expense attorney's fees the Claimant incurs thereafter to defend, indemnify.and hold harmless the Owner against a recover any sums found to be due and owing to the duly tendered c aim.demand,lien,or suit Claimant. 5. The Surety's obl gallons to a Claimant under this Bond sha 1 8, The Surety's total obligation shall not exceed the amount of arise after the following: this Bond, plus the amount of reasonable attorney's fees provided under Paragraph 73, and the amount of th-s 5.1 Claimants who do not have a direct contract with Bond shall be credited for any payments made in good faith the Contractor, by the Surety. 5.1.1 have furnished a wr tten notice of non- 9. Amounts owed by the Owner to the Contractor under the payment to the Contractor, stating w-th Construction Contract shall be used for the performance of substantial accuracy the amount claimed the Construction Contract and to satisfy claims, if any. and the name of the party to whom the under any construction performance bond. By the materials were. or equipment was Contractor furnishing and the Owner accepting this Bond. furnished or supplied or for whom the they agree that all funds earned by the Contractor n the abor was done or performed, within performance of the Construction Contract are dedicated to ninety (90) days after having last satisfy obligations of the Contractor and Surety under this performed labor or last Turn shed materials Bond, subject to the Owner's priority to use the funds for or equipment included in the Cla m;and the completion of the work. 5.1.2 have sent a Claim to the Surety (at the 10. The Surety shall not be liable to the Owner, Claimants. or address described in Paragraph 13). others fur obl gations of the Contractor that are unre aced to the Construction Contract. The Owner shall not be(Fable 5.2 Claimants who are employed by or have a direct for the payment of any costs or expenses of any Claimant contract with the Contractor have sent a Clam to under this Bond and shall have under this Bond no the Surety (at the address described in Paragraph ob igation to make payments to or give notice on beha f of 13), C a mants, or otherwise have any obligations to Claimants under this Bond. E1CDC•C•615,Payment Bond Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 2 of 3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement 11 The Surety hereby waives notice of any change, including for use in the performance of the Construction changes of time,to the Construction Contract or to related Contract; subcontracts purchase orders,and other obl gations. 6 The total amount earned by the Claimant for labor, materials, or equipment furnished as of the date of the Claim- 12. No sir t or action shall be commenced by a under 7. The total amount of previous payments this Bond other than,n a court of competent lur,sdiction in received by the Claimant and the state in which the project that is the subject of the 8. The total amount due and unpaid to the Construction Contract is located or after the expirat,on of Claimant for labor, materials, or equipment one year from the date (1) on which the C a mant sent a furnished as of the date of the Claim Clam to the Surety pursuant to Paragraph 5 12 or 5.2, or (2) on which the last labor or service was performed by 16.2 Claimant: An individual or entity having a direct anyone or the -ast materials or equipment were furnished contract with the Contractor or with a by anyone under the Construction Contract. whichever of subcontractor of the Contractor to furnish labor (1)or(2)first occurs. If the provisions of this paragraph are materials,or equipment for use in the performance vo d or proh bated by law,the minimum period of limitation of the Construction Contract. The term Claimant ava lable to sureties as a defense in the jurisdiction of the also includes any individual or entity that has suit shall be applicable, r'ghtfully asserted a claim under an applicable mechanic's Gen or similar statute against the real 13. Notice and Claims to the Surety. the Owner, or the property upon which the Project is located. The Contractor shah be mailed or delivered to the address .ntent of this Bond shall be to include without shown on the page on which their signature appears, limitation in the terms of "labor, materials. or Actual receipt of notice or Clams, however accomplished, equipment" that part of the water, gas, power, shall be suffic-ent compl ante as of the date received I ght, heat,oil,gasoline,telephone service,or rental equipment used in the Construction Contract. 14 When this Bond has been furnished to comply with a architectural and engineering services required for statutory or other legal requirement in the location where performance of the work of the Contractor and the the construction was to be performed,any provision in this Contractor's subcontractors, and all other items for Bond conflicting with said statutory or legal requirement which a mechanic's lien may be asserted in the steal be deemed deeed herefrom and provisions jurisdiction where the labor. materials, or conforming to such statutory or other legal requirement equipment were furnished. shal, be deemed incorporated herein When so furnished, the intent is that th s Bond shall be construed as a statutory 16.3 Construction Contract:The agreement between the bond and not as a common law bond Owner and Contractor identified on the cover page. including all Contract Documents and all changes 15. Upon requests by any person or entity appearing to be a made to the agreement and the Contract potential benefic-ary of this Bond, the Contractor and Documents. Owner shall promptly furn sh a copy of this Bond or shall permit a copy to be made 16.4 Owner Default: Failure of the owner,which has not been remedied or waived,to pay the Contractor as 16, Definitions required under the Construction Contract or to perform and complete or comply with the other 16.1 Claim: A written statemerst by the C a,mant material terms of the Construction Contract. im.i_ding at a min-mum: 16.5 Contract Documents: All the documents that 1 "he name of the Claimant; comprise the agreement between the Owner and 'e -he name of the person for whom the labor Contractor. was d::.ne or materials or equipment furnished 17. If this Bond is issued for an agreement between a 3 A copy of the agreement or purchase order contractor and subcontractor, the term Contractor in th s pursuant to which labor, materials, or Bond shall be deemed to be Subcontractor and the term equipment was furnished for use in the Owner shall be deemed to be Contractor. performance of the Construction Contract; 4 A brief description of the labor, materials, or 18.Modifications to this Bond are as follows: equipment furnished; 1 he date on which the Claimant last performed labor or last furnished materials or equipment E)CDC•C-615,Payment Bond Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 3 of 3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement PERFORMANCE BOND CONTRACTOR(name and address): SURETY(name and address of principal place of business): OWN E R(name and address): CONSTRUCTION CONTRACT Effective Date of the Agreement: Amount: Description tnome and locotion): BOND Bond Number: Date(not earlier than the Effective Dote of the Agreement of the Construction Contract): Amount: Modifications to this Bond Form: ❑None ❑See Paragraph 16 5L.rety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Performance Bond to be duly executed by an authorized officer,agent, or representative. CONTRACTOR AS PRINCIPAL SURETY (seal) (seal) Contractor's Name and Corporate Seal Surety's Name and Corporate Seal By: By: Signature Signature(attach power of attorney) Print Name Print Name Title Title Attest: Attest: Signature Signature Title Title Notes:(1)Provide supplemental execution by any additional parties,such as Joint venturers.(2)Any singular reference to Contractor,Surety,Owner,or other party shall be considered plural where applicable. E1CDC•C-610,Performance Bond Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 1 of 3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Orange Count)',North Carolina Lake Orange Erosion Control Barrier Replacement 1. The Contractor and Surety, jointly and severally, bind 5.1 Arrange for the Contractor, with the themselves, their heirs. executors, administrators, consent of the Owner, to perform and complete the successors,and assigns to the Owner for the performance Construction Contract; of the Construction Contract,which is incorporated herein by reference 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or 2. if the Contractor performs the Construction Contract, ndependent contractors; the Surety and the Contractor sha I have no obligation under this Bond,except when applicable to partic pate in a 5.3 Obtain bids or negotiated proposals from conference as provided in Paragraph 3. qualified contractors acceptable to the Owner for a contract for performance and completion of the 3. If there is no Owner Default under the Construction Construction Contract, arrange for a contract to be Contract, the Surety's obligation under this Bond shal prepared for execution by the Owner and a arise after- contractor selected with the Owners concurrence,to be secured with performance and payment bonds 3.1 The Owner first provides notice to the executed by a qualified surety equivalent to the Contractor and the Surety that the Owner is bonds issued on the Construction Contract, and pay considering declaring a Contractor Default. Such to the Owner the amount of damages as described in notice shall indicate whether the Owner is requesting Paragraph 7 in excess of the Balance of the Contract a conference among the Owner, Contractor, and Price incurred by the Owner as a result of the Surety to discuss the Contractor's performance. If the Contractor Default;or Owner does not request a conference, the Surety may,within five(5)business days after receipt of the 5.4 Waive its right to perform and complete, Owner's notice, request such a conference. If the arrange for completion, or obtain a new contractor, Surety timely requests a conference,the Owner shall and with reasonable promptness under the attend. Unless the Owner agrees otherwise, any circumstances: conference requested under this Paragraph 3 1 shall be held within ten (10) business days of the Surety's 5.4.1 After investigation, determine the receipt of the Owner's notice. If the Owner, the amount for which it may be liable to the Owner Contractor,and the Surety agree,the Contractor shall and, as soon as practicable after the amount is be allowed a reasonable time to perform the determined,make payment to the Owner;or Construction Contract, but such an agreement shall not waive the Owner's right. if any, subsequently to 5.4.2 Deny liability in whole or in part and declare a Contractor Default; notify the Owner,citing the reasons for denial. 3 2 The Owner declares a Contractor Default, 6 If the Surety does not proceed as provided in terminates the Construction Contract and notifies the Paragraph 5 with reasonable promptness,the Surety shall Surety;and be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to 3.3 The Owner has agreed to pay the Balance of the Surety demanding that the Surety perform its the Contract Price in accordance with the terms of obligations under this Bond, and the Owner shall be the Construction Contract to the Surety or to a entitled to enforce any remedy available to the Owner. If contractor selected to perform the Construction the Surety proceeds as provided in Paragraph 5.4,and the Contract Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the 4 Failure on the part of the Owner to comply with the Owner shall be entitled to enforce any remedy available to notice requirement in Paragraph 3 1 sha I not constitute a the Owner. failure to comply with a cond tion precedent to the Surety's obligations, or release the Surety from its 7. If the Surety elects to act under Paragraph 5.1,5.2,or obligations,except to the extent the Surety demonstrates 5.3, then the responsibilities of the Surety to the Owner actual prejudice. shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the 5. When the Owner has satisfied the conditions of Owner to the Surety shall not be greater than those of the Paragraph 3,the Surety shall promptly and at the Surety's Owner under the Construction Contract. Subject to the expense take one of the following actions: commitment by the Owner to pay the Balance of the Contract Price,the Surety is obligated,without duplication for: E1CDC°C-610,Performance Bond Copyright(D 2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 2 of 3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement-RFQj+5285 7.1 the responsibilities of the Contractor for 14 Definitions correction of defective work and completion of the Construction Contract; 14.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor 7.2 additional legal, design professional. and under the Construction Contract after all proper delay costs resulting from the Contractor's Default, adjustments have been made including allowance for and resulting from the actions or failure to act of the the Contractor for any amounts received or to be Surety under Paragraph 5;and received by the Owner in settlement of insurance or other claims for damages to which the Contractor is 7.3 liquidated damages, or if no liquidated entitled, reduced by all valid and proper payments damages are specified in the Construction Contract, made to or on behalf of the Contractor under the actual damages caused by delayed performance or Construction Contract non-performance of the Contractor. 14.2 Construction Contract: The agreement 8. If the Surety elects to act under Paragraph 5 1,5.3,or between the Owner and Contractor identified on the S.4, the Surety's liability is limited to the amount of this cover page, including all Contract Documents and Bond. changes made to the agreement and the Contract Documents 9. The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the 14.3 Contractor Default: Failure of the Construction Contract, and the Balance of the Contract Contractor,which has not been remedied or waived, Price shall not be reduced or set off on account of any to perform or otherwise to comply with a material such unrelated obligations. No right of action shall accrue term of the Construction Contract. on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors, and 14.4 Owner Default: Failure of the owner,which assigns. has not been remedied or waived, to pay the Contractor as required under the Construction 10. The Surety hereby waives notice of any change, Contract or to perform and complete or comply with including changes of time, to the Construction Contract or the other material terms of the Construction to related subcontracts, purchase orders, and other Contract. obligations 14.S Contract Documents: All the documents 11 Any proceeding, legal or equltable, under this Bond that comprise the agreement between the Owner may be instituted in any court of competent furisdiction in and Contractor. the location in which the work or part of the work is located and shall be instituted within two years after a 15. If th,s Bond is issued for an agreement between a declaration of Contractor Default or within two years after contractor and subcontractor, the term Contractor in this the Contractor ceased working or within two years after Bond shall be deemed to be Subcontractor and the term the Surety refuses or fails to perform its obligations under Owner shall be deemed to be Contractor. this Bond, whichever occurs first. If the provisions of this paragraph are void or prohibited by law, the minimum 16. Modifications to this Bond are as follows: periods of limitations available to sureties as a defense in the jurisd ction of the suit shall be applicable. 12. Notce to the Surety, the Owner, or the Contractor shall be mailed or del;vered to the address shown on the page on which their signature appears. 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provis-on in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed -ncorporated here,n When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond EICDC•C-610,Performance Bond Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 3 of 3 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County, North Carolina Lake Orange Erosion Control Barrier Replacement *•*** Contractor.Vendor or Bidder Return This Form With All Other Reauired Documentation***** 1RAN DIVESTMENT ACT CERTIFICATION REQUIRED BY N.C.C.S. 143C-6A-5(a) Name of Contractor,Vendor or Bidder: FSC I/, LLL F,cEoi i7*! � As of thedate listed below,thecontractor,vendor or bidder listed above,and all subcontractors utilized bythe contractor,vendoror bidder listed above,is not listed on the Final Divestment list created bythe State Treasurer pursuant to N.C.G.S. 143-6A-4. The undersigned hereby certifies that heor she is authorized by the contractor, vendoror bidder listed above to make the foregoing statement. Z-2. i/ .3o Z2o2J Signature Date %Nar►45 T- u ow�rs��., ,jam. (/�c� s��rE.s,�s,�-T Printed Name Title Notes to persons signing this form: N.C.G.S. 143C-6A-5(a) requires this certification for bids or contracts with the State of North Carolina, a North Carolina local government,or any other political subdivision of the State of North Carolina.The certification is required at the following times: When a bid is submitted WW hen a contract is entered into(if the certification was not already made when the vendor made its bid) DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Orange County,North Carolina Lake Orange Erosion Control Barrier Replacement When a contract is renewed or assigned N.C.G.S. 143C-6A-5(b) requires that contractors with the State, a North Carolina lor-al government, or any other political subdivision of the State of North Carolina must not utilire any subcontractor found on the State Treasurer's Final Divestment List.The State Treasurer's Final Divestment List. the State Treasurer's Final Divestment List can be found on the State Treasurer's website at the address www.nctreasurer.com/Iran and will be updated every 180 days. *****Contractor.Vendor or Bidder-Return This Form With All Other Reauired Documentation*" DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA APPENDIX A • Minority Business Participation Forms — INCLUDE WITH BID • Dispute Resolution Rules and Procedures (Orange County) • Non-Discrimination and Non-Retaliation Policy (Orange County) • Non-Discrimination Certification — INCLUDE WITH BID • Minimum Insurance Requirements (Orange County) DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Attach to laid Attach to[lid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Rid Attach to Rid Identification of HUB Certified/ Minority Business Participation 1, F5 c 1),uL ��k Fu--o C'm IT'f A�.Y (Name of Bidder) do hereby certify that on this project, we will use the following HUB Certified/ minority business as construction subcontractors, vendors, suppliers or providers of professional services. Firm Name, Address and Phone# Work Type *Minority **HUB Category Certified Y/NJ / rx ;ice- Sce✓,c—� W05- tt.{ r Rom. AW64 VL 274#6 'Minority categories- Black. African American (B), Hispanic(H),Asian American (A)American Indian (1) Female(F) Socially and Economically Disadvantaged (D) ** HUB Certification with the state HUB Office required to be counted toward state participation goals. OD The total value of minority business contracting will be MBFornis 2002-Revised July 2010 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Attach to Bid Attach to Rid Attach to Bid Attach to Bid Attach to Bid Allach to BEd Attach to Rid Attach to Rid State of North Carolina AFFIDAVIT A- Listing of Good Faith Efforts County of AV-r— (Name of Bidder) Affidavit of f^sL tit, t-LL dh,, jl;z� SM,r-f have made a good faith effort to comply under the following areas checked: Bidders must earn at least 50 points from the good faith efforts listed for their bid to be considered responsive. (1 NC Administrative Code 301.0101) ® 1 —(10 pts)Contacted minority businesses that reasonably could have been expected to submit a quote and that were known to the contractor, or available on State or local government maintained lists, at least 10 days before the bid date and notified them of the nature and scope of the work to be performed. ® 2--(10 pts) Made the construction plans, specifications and requirements available for review by prospective minority businesses, or providing these documents to them at least 10 days before the bids are due. ® 3—(15 pts) Broken down or combined elements of work into economically feasible units to facilitate minority participation. ❑ 4—(10 pts)Worked with minority trade, community, or contractor organizations identified by the Office of Historically Underutilized Businesses and included in the bid documents that provide assistance in recruitment of minority businesses. © 5—(10 pts)Attended prebid meetings scheduled by the public owner. ❑ 6—(20 pts) Provided assistance in getting required bonding or insurance or provided alternatives to bonding or insurance for subcontractors. m 7—(15 pts) Negotiated in good faith with interested minority businesses and did not reject them as unqualified without sound reasons based on their capabilities. Any rejection of a minority business based on lack of qualification should have the reasons documented in writing. ❑ 8—(25 pts) Provided assistance to an otherwise qualified minority business in need of equipment, loan capital, lines of credit, or joint pay agreements to secure loans, supplies, or letters of credit, including waiving credit that is ordinarily required. Assisted minority businesses in obtaining the same unit pricing with the bidder's suppliers in order to help minority businesses in establishing credit. ❑ 9—(20 pts) Negotiated joint venture and partnership arrangements with minority businesses in order to increase opportunities for minority business participation on a public construction or repair project when possible. © 10-(20 pts) Provided quick pay agreements and policies to enable minority contractors and suppliers to meet cash-flow demands. The undersigned, if apparent low bidder, will enter into a formal agreement with the firms listed in the Identification of Minority Business Participation schedule conditional upon scope of contract to be executed with the Owner. Substitution of contractors must be in accordance with GS143-128.2(d) Failure to abide by this statutory provision will constitute a breach of the contract. The undersigned hereby certifies that he or she has read the terms of the minority business commitment and is authorized to bind the bidder to the commitment herein set forth. Date: 03olza?_i Name of Authorized Officer: �%11� IF"++•+.,, Signature: ��.•``�4�, UHr'f�'•,. Title: VcE PUS,C. J , p� ti w Ca►L+�Y : State of .[�,• County of � + Sltbscribed and o•n to b f n s 30V day of (L20 2 '•, y •� Notary Public ��'�., �t��••'�, My comtnissi n expires A!- G Z I MBForms 2002-Revised July 2010 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Attach to Rid Attach to Rid Attach to laid Attach to Rid Auach to laid Attach to Rid Altach to Rid Attach to Rid State of North Carolina --AFFIDAVIT B-- Intent to Perform Contract with Own Workforce. County of Affidavit of (Name of Bidder) I hereby certify that it is our intent to perform 100% of the work required for the contract. (Name of Project) In making this certification, the Bidder states that the Bidder does not customarily subcontract elements of this type project, and normally performs and has the capability to perform and will perform all elements of the work on this project with his/her own current work forces; and The Bidder agrees to provide any additional information or documentation requested by the owner in support of the above statement. The Bidder agrees to make a Good Faith Effort to utilize minority suppliers where possible. The undersigned hereby certifies that he or she has read this certification and is authorized to bind the Bidder to the commitments herein contained. Date: Name of Authorized Officer: Signature: STitle: SEAL State of County of Subscribed and sworn to before me this day of 20_ Notary Public My commission expires MBForins 2002-Revised July 2010 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Do riot submit with bid Do not submit with bid Do not submit xvith bid Do not submit with bid State of North Carolina - AFFIDAVIT C - Portion of the Work to be Performed by HUB Certified/Minority Businesses County of (Note this form is to be submitted only by the apparent lowest responsible, responsive bidder.) If the portion of the work to be executed by HUB certified/minority businesses as defined in GS143- 128.2(g) and 128.4(a),(b),(e) is equal to or greater than 10% of the bidders total contract price, then the bidder must complete this affidavit. This affidavit shall be provided by the apparent lowest responsible, responsive bidder within 72 hours after notification of being low bidder. Affidavit of I do hereby certify that on the (Name of B dder) Project Name) Project ID# Amount of Bid $ 1 will expend a minimum of % of the total dollar amount of the contract with minority business enterprises. Minority businesses will be employed as construction subcontractors, vendors, suppliers or providers of professional services. Such work will be subcontracted to the following firms listed below. Attach add tional sheets if re uired Name and Phone Number *Minority **HUB Work Dollar Value Category Certified Description YIN *Minority categories: Black, African American (B), Hispanic(H), Asian American (A)American Indian (1), Female(F) Socially and Economically Disadvantaged (D) ** HUB Certification with the state HUB Office required to be counted toward state participation goals. Pursuant to GS143-128.2(d), the undersigned will enter into a formal agreement with Minority Firms for work listed in this schedule conditional upon execution of a contract with the Owner. Failure to fulfill this commitment may constitute a breach of the contract. The undersigned hereby certifies that he or she has read the terms of this commitment and is authorized to bind the bidder to the commitment herein set forth. Date: Name of Authorized Officer: Signature: SEAL Title: State of , County of Subscribed and sworn to before me this day of 20 Notary Public My commission expires MBForms 2002-Revised July 2010 DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Do not subm t with the bid Uo not submit with the bid IJo not submit with the bid Do not submit with the bid Do not submit with the bid State of North Carolina AFFIDAVIT D — Good Faith Efforts County of (Note this form is to be submitted only by the apparent lowest responsible, responsive bidder.) If the goal of 10% participation by HUB Certified/ minority business is not achieved, the Bidder shall provide the following documentation to the Owner of his good faith efforts: Affidavit of I do hereby certify that on the (Name of Bidder) (Project Name. Project ID# Amount of Bid $ 1 will expend a minimum of % of the total dollar amount of the contract with HUB certified/ minority business enterprises. Minority businesses will be employed as construction subcontractors, vendors, suppliers or providers of professional services. Such work will be subcontracted to the following firms listed below. (Attach additional sheets if required) Name and Phone Number *Minority **HUB Work Dollar Value Category Certified Description Y/N *Minority categories: Black,African American (B), Hispanic(H),Asian American (A)American Indian (1), Female(F) Socially and Economically Disadvantaged (D) ** HUB Certification with the state HUB Office required to be counted toward state participation goals. Examples of documentation that may be required to demonstrate the 6=dder's good faith efforts to meet the goals set forth in these provisions include,but are not necessarily limited to,the following: A.Copies of solicitations for quotes to at least three(3)minority business firms from the source list provided by the State for each subcontract to be let under this contract(if 3 or more firms are shown on the source-ist). Each solicitation shall contain a specific description of the work to be subcontracted,location where bid documents can be reviewed,representative of the Prime Bidder to contact,and location date and time when quotes must be received. B.Cop es of quotes or responses received from each firm responding to the solicitation. C.A telephone log of follow-up calls to each firm sent a solicitation. D.For subcontracts where a minority business firm is not considered the lowest responsible sub-bidder,copies of quotes received from all firms submitting quotes for that particular subcontract. E.Documentation of any contacts or correspondence to minority business,community,or contractor organizations in an attempt to meet the goal. F.Copy of pre-bid roster G.Letter documenting efforts to provide assistance in obtaining required banding or insurance for minority busrironi�. H Letter detailing reasons for rejection of minority business due to lack of qualification. I.Letter documenting proposed assistance offered to minority bus'ness in need of equ'pment loan capital,lines of credit or joint pay agreements to secure loans,supplies,or letter of credit,including waiving credit that is ordinarily required. Failure to provide the documentation as listed in these provisions may result iri rejection of the bid and award to the next lowest resporSlble and responsive bidder. Pursuant to GS143-128.2(d), the undersigned will enter into a formal agreement with Minority Firms for work listed in this schedule conditional upon execution of a contract with the Owner. Failure to fulfill this commitment may constitute a breach of the contract. MBForms 2002-Revised May 2010 -I DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA Do not submit with the bid Do not submit with the bid Do not submit with the bid Do not submit with the bid Do not submit with the bid The undersigned hereby certifies that he or she has read the terms of this commitment and is authorized to bind the bidder to the commitment herein set forth, Date: Name of Authorized Officer: Signature: Title: SEAL State of , County of Subscribed and sworn to before me this day of 20 Notary Public My commission expires MBForms 2002-Revised May 2010 - DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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- 135.26(11),these Rules are promulgated to implement a med-ated 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=vitiate 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 06/21 Dispute Resolution Rules and Procedures t DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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.Tha mediated settlement conference that results from a construction contras 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 representat've 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 06/21 Dispute Resolution Rules and Procedures 2 DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 Mediators 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(fl). D.Failure to Compensate Mediator.Any party's failure to compensate the Mediators in accordance with G.S.§143-128(fl)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(fl). RULE S.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 commun Cate 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 sha I define and descr-be the following at the beginning of the conference: a.The process of med ation. b.The difference between mediation and other forms of conflict resolution c.The cost4 of the mediated sett ement 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 06/21 Dispute Resolution Ru es and Procedures J DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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 faded 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. p.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 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 06/21 Dispute Resolution Rules and Procedures DocuSign Envelope ID:98CAB32E-1814-4C97-B61 E-1314BE791381 EA C."Claim"is a demand or assertion by a party seek-ng adjustment or interpretation of Contract terms, payment of money,extension of time or other relief w-th 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 protects arising out of or relating to the Contract or the construction process.Claims must be initiated by a written not'ce The responsibility to substantiate Claims shall rest with the party making the Claim. 0."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 wa ved 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 06/21 Dispute Resolution Rules and Procedures S DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Chapter 12 Civil Rights. Sections 12-23— 12-49 Reserved. AN ORDINANCE PROHIBITING DISCRIMINATION THROUGHOUT ORANGE COUNTY See. 12-54.-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 unlawfttl 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 acconrntodations 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, 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) Pithlic 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- DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA 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. 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 Orange County the bidder or proposer agrees to comply with the Orange County Nan-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. DocuSign Envelope ID:98CAB32E-1814-4C97-B61E-B14BE79B81EA Sec. 12-54.- Prohibited acts. (a) It shall be unlawful for any person to deny any person the fill[ 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 frill 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: I. 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 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:98CAB32E-1814-4C97-B61E-B14BE79B81EA 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:98CAB32E-1814-4C97-B61 E-1314BE791381 EA 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. 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