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2022-175-E-AMS-Jerrigan Kester-Efland EMS station and medical examiners quarters
Revised 06/21 1 [Departmental Use Only] TITLE Efland EMS & ME FY 2021-2022 NORTH CAROLINA CONSTRUCTION AGREEMENT OVER $250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called “Agreement”), made as of the 4th day of May, 2022, by and between Jerrigan Kester, LLC dba J. Kester & Rose, (hereinafter called the “Contractor”), and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the “County,” “Orange County,” or “Owner”). W I T N E S S E T H: 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 a ny 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 Stewart-Cooper-Newell Architects (Sheet 0.00 Cover Sheet, 1.00 Apendix B, 1.10 Life Safety Plan, 1.70 Wall Types, 1.71 UL Detail & Assembly Types, C-000 COVER SHEET, C-001 PROJECT NOTES C-100 OVERALL EXISTING CONDITIONS PLAN, C-110 EXISTING CONDITIONS PLAN, C-210 SITE DEMOLITION PLAN, C-300 OVERALL SITE LAYOUT PLAN, C-310 SITE LAYOUT PLAN, C-410 EROSION CONTROL PLAN - STAGE 1, C-411 EROSION CONTROL PLAN - STAGE 2, C-412 EROSION CONTROL PLAN - STAG,E 3, C-413 EROSION CONTROL PLAN - DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 2 STAGE 4, C-421 EROSION CONTROL PLAN - NPDES NOTES, C-422 EROSION CONTROL PLAN - NPDES NOTES, C-510 GRADING PLAN, C-710 SITE UTILITY PLAN, C-900 SITE DETAILS, C-910 EROSION CONTROL DETAILS, C-911 EROSION CONTROL DETAILS, C-912 EROSION CONTROL DETAILS, C-920 STORM DRAINAGE DETAILS, C-930 SITE UTILITIES DETAILS, C-931 SITE UTILITIES DETAILS, C-932 SITE UTILITIES DETAILS, L4.0 PLANTING PLAN, L4.1 PLANTING NOTES & DETAILS, STRUCTURAL 3.00 GENERAL NOTES, SCHEDULES, AND TYPICAL DETAILS, 3.01 LIGHT GAUGE HEADER SILL & JAMB SCHEDULED AND LINTEL SCHEDULE AND DETAILS, 3.10 FOUNDATION PLAN, 3.20 ROOF FRAMING PLAN, 3.40 FRAMING ELEVATIONS, 3.41 FRAMING ELEVATIONS, 3.42 MASONRY WALL REINFORCING DETAILS, 3.50 DUMPSTER ENCLOSURE PLAN, SECTIONS AND DETAILS, 3.70 WALL SECTIONS, 3.71 WALL SECTIONS, 3.72 WALL SECTIONS, 3.73 WALL SECTIONS, 3.74 WALL SECTIONS, 3.75 WALL SECTIONS, 3.76 WALL SECTIONS, 3.77 WALL SECTIONS, 3.78 WALL SECTIONS, 3.79 PATIO SECTION, ARCHITECTURAL 4.10 DIMENSION FLOOR PLAN, 4.11 FLOOR PLAN NOTES, 4.20 PLAN DETAILS, 4.21 PATIO PLAN AND DETAILS, 4.22 ENCLOSURE PLAN & DETAILS, 4.30 ROOF PLAN, 4.31 ROOF DETAILS, 4.70 DOOR AND HARDWARE SCHEDULES, 4.71 DOOR AND WINDOW SCHEDULE, 4.72 HEAD JAMB & SILL DETAILS, 4.73 HEAD JAMB & SILL DETAILS, 4.74 HEAD JAMB & SILL DETAILS, 4.80 ENLARGED TOILET PLANS, 4.81 ENLARGED MORGUE PLAN, 5.10 ELEVATIONS, 5.20 BUILDING SECTIONS, 5.30 WALL SECTIONS, 5.31 WALL SECTIONS, 5.32 WALL SECTIONS, 5.40 PRECAST ENTRY ELEVATION AND DETAILS, 6.10 REFLECTED CEILING PLAN, 6.11 BULKHEAD DETAILS, 7.10 FINISH PLAN, 7.11 FINISH DETAILS, 7.20 CASEWORK DETAILS, 7.21 CASEWORK DETAILS, 7.22 CASEWORK DETAILS, PLUMBING 8.01 PLUMBING LEDEND, NOTES, AND SPECIFICATIONS, 8.02 PLUMBING SCHEDULES, 8.03 PLUMBING DETAILS, 8.10 DRAINAGE FLOOR PLAN - PLUMBING, 8.20 WATTER SUPPLY FLOOR PLAN - PLUMBING, 8.30 NATURAL GAS FLOOR PLAN - PLUMBING, FIRE PROTECTION 8.50 FIRE PROTECTION LEGEND, NOTES, AND SPECIFICATIONS, 8.51 FIRE PROTECTION DETAILS, 8.60 FLOORPLAN - FIRE PROTECTIONS, MECHANICAL 9.01 NOTES AND LEGEND - MECHANICAL, 9.02 NOTES AND SCHEDULES - MECHANICAL, 9.03 VENTILATION CALCULATIONS - MECHANICAL, 9.10 FLOOR PLAN - MECHANICAL, 9.20 DETAILS - MECHANICAL, 9.21 DETAILS - MECHANICAL, ELECTRICAL 10.00 ELECTRICAL SYMBOL LEGEND, 10.01 ELECTRICAL SPECIFICATIONS, 10.02 ELECTRICAL SPECIFICATIONS & DETAILS, 10.10 ELECTRICAL SITE PLAN, 10.11 ELECTRICAL SITE PLAN - PHOTOMETRICS, 10.20 CELAING PLAN - LIGHTING, 10.30 FLOOR PLAN - POWER, 10.40 CEILING PLAN - SYSTEMS, 10.60 ELECTRICAL DETAILS, 10.61 ELECTRICAL DETAILS, 10.62 ELECTRICAL DETAILS, 10.63 ELECTRICAL DETAILS, 10.64 ELECTRICAL DETAILS, 10.70 LIGHTING SCHEDULE, 10.80 POWER RISER DIAGRAM, 10.81 PANEL SCHEDULES, 10.90 PV SPECIFICATIONS, 10.91 PV SINGLE LINE DIAGRAM & DETAILS, 10.92 PV ROOF PLAN dated June 11, 2021) b. Written specifications prepared by the Designer. c. Jerrigan Kester, LLC dba J. Kester & Rose proposal dated April 12, 2022 which fully describes the work to be performed, such work (hereinafter called the “Work”). d. Related documents listed under Section 1 above. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 3 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 August 7, 2023. c. Time is of the essence with respect to all dates specifi ed 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 limit ed to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 4 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 nec essary 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. l. 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 p erform all of the Work for a sum not-to- exceed Five Million, Five Hundred Sixty Four, Three Hundred Nineteen Dollars ($5,564,319.00). 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 Stewart-Cooper- Newell Architects, 712 E. Second Ave., Gastonia, NC 28054 and shall show substantially the value of work done during the previous calendar month. (ii) The amount due for payment shall be ninety-five percent (95%) of the value of work completed since the last Request for Payment and this amount shall be paid by the DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 5 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 (2½%). (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 of NCGS-143-(b1)(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 mate rials 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 th e authority of its statutory mandate. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 6 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 s hall 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 m ail, return receipt requested to the following: Owner: Contractor: Orange County Jerrigan Kester, LLC dba J. Kester & Rose Attn: A. Barnes Attn: James Kester; President P.O. Box 8181 119 S. Fuquay Avenue Hillsborough, NC 27278 Fuquay-Varina, NC 27526 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, Elect rical, 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 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 7 e. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project and shall have the authority t o 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 compensati on 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 e ffect. [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 8 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: _________________________________ Bonnie Hammersley; County Manager By: __________________________________ James Kester; President Printed Name and Title DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 5/5/20225/10/2022 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Jerrigan Kester, LLC dba J. Kester & Rose Party/Vendor Contact Person: Ken Fain (Ken@jkrcontracting.com) Contact Phone: 919.678-8868 Party/Vendor Address: 119 S. Fuquay Ave. City Fuquay-Varina State: NC Zip: 27526 Department: AMS Amount: $5,564,319.00 Purpose: Efland EMS Station and Medical Examiners Quarters Budget Code(s): 61370035-880001-10053 Vendor # 67171 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 5/4/2022 Approved by Board Yes No Agenda Date: May 3, 2022 --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Risk Management This agreement is approved for sufficiency of insurance stand ards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusi gn contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 5/5/2022 5/6/2022 5/10/2022 5/10/2022 Stewart Cooper Newell Architects 1523 Addendum 01 – pg 1 P: 704.865.6311 or 800.671.0621 F: 704.865.0046 ADDENDUM NO. 1 March 24, 2022 1637-NEW EMS STATION #4 AND MEDICAL EXAMINER'S QUARTERS Each Contractor shall be responsible for each item of the Addendum as stated herein and shall coordinate each item with his particular portion of work. Each Contractor shall coordinate with all other Contractors for satisfactory completion of each item of the addendum and the total project. The Prime Contractor shall be responsible for seeing that his subcontractors/material suppliers are properly apprised of the contents of this Clarification. The following clarifications, amendments, additions, deletions, revisions, and/or modification are hereby made a part of the Contract Documents, and change t he original documents only in the manner and to the extent stated herein. GENERAL CLARIFICATION 1. All Bids shall be delivered to: Whitted Health Building Board Meeting Room (2nd Floor) 300 West Tryon Street Hillsborough, NC 27278 1:00 PM April 5, 2022. No Bids shall be accepted after 1:00 PM April 5,2022 2. Previously posted specifications had formatting/printing errors. New specs have been provided to replace existing only printing errors have been revised. 3. No substitution will be considered prior to receipt of Bids unless written request for approval has been received by the Architect at least seven (7) days prior to the date for receipt of Bids. Substitutions Deadline (7 days before bid date) is March 29, 2022. ARCHITECTURAL FRONT ENDS 4. Refer to Specifications, the Iran Divestment Act Certification is required with Bid Form at Bid Opening 5. Refer to Specifications please omit/ignore duplicated sheets in the Bid Form SPECIFICATIONS 1. Refer to Division 23 and Mechanical Drawings HVAC controls shall be by owner. G.C shall coordinate with the owner’s selected vender. 2. Refer to Division 28 Fire Alarm shall be by owner. G.C shall coordinate with the owner’s selected vender. 3. Refer to spec section 105301; there has been no approved substitutions for the Basis of Design Mapes Pre-Engineered Metal Canopies DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Stewart Cooper Newell Architects 1523 Addendum 01 – pg 1 P: 704.865.6311 or 800.671.0621 F: 704.865.0046 ADDENDUM NO. 2 March 30, 2022 1637-NEW EMS STATION #4 AND MEDICAL EXAMINER'S QUARTERS Each Contractor shall be responsible for each item of the Addendum as stated herein and shall coordinate each item with his particular portion of work. Each Contractor shall coordinate with all other Contractors for satisfactory completion of each item of the addendum and the total project. The Prime Contractor shall be responsible for seeing that his subcontractors/material suppliers are properly apprised of the contents of this Clarification. The following clarifications, amendments, additions, deletions, revisions, and/or modification are hereby made a part of the Contract Documents, and change the original documents only in the manner and to the extent stated herein. GENERAL CLARIFICATION 1. Previously posted specifications had formatting/printing errors. New specs have been provided to replace existing only printing errors have been revised. Please re-download from www.nextplans.com SPECIFICATIONS 2. Refer to Division 08 – Section 084113 a. Old Castle Building Envelope shall be considered as an equal substitute to the basis of design providing that specified product meets or exceeds specifications 3. Refer to Division 07- Section 075423 - Polyvinyl-Chloride (80 Mil-PVC) Membrane Roofing a. there has been no approved substitutions for the specifications /Basis of Design 4. Refer to Division 28 Fire Alarm shall be by owner. G.C shall coordinate with the owner’s selected vender. See attached Specifications red-marked by owner vender along with owner vender responsibility matrix 5. Refer to Division 23 and Mechanical Drawings HVAC controls shall be by owner. G.C shall coordinate with the owner’s selected vender. See attached Specifications red- marked by owner vender along with owner vender responsibility matrix 6. Refer to spec section 105301; Columbus Awning shall be considered as an equal substitute for Basis of Design Mapes Pre-Engineered Metal Canopies providing that specified product meets or exceeds specifications and design intent DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Stewart Cooper Newell Architects 1523 Addendum 01 – pg 2 P: 704.865.6311 or 800.671.0621 F: 704.865.0046 7. Refer to spec section 114510 – Residential Appliance – Appliance schedule and Architectural Drawings Sheets: 7.10, 7.20 a. Where there are conflicts between the Appliance Schedule in section 114510 and the architectural drawings the Appliance Schedule shall take precedence. 8. Refer to spec section 263213 – Engine Generators a. Generator Manufacturer or Authorized Dealer shall fully fuel generator as required for testing and refuel (full) to capacity per manufacturers recommendations at the time of substantial completion ARCHITECTURAL DRAWINGS 1. Refer to Sheets – 1.10, 1.70,4.11,4.70,4.71, 4.72 b. Chicago Bullet Proof shall be considered as an equal substitute for Level-3 Bullet Resistant Component providing that specified product meets or exceeds specifications and design intent. 2. Refer to Sheets – 4.11, 4.20, 4.31, 4.73, 4.74, 5.10, 5.20, 5.30, 5.31, 5.32, 5.40 a. Reynobond shall be considered as an equal substitute for Alucobond providing that specified product meets or exceeds specifications and design intent 3. Refer to Sheets 4.70,4.75 a. Alternate A-2 shall be omitted from drawings (project) 4. Refer to sheet 7.20, 7.21 a. All upper and lower cabinets in Examiners Work Area Rm. 205 shall be stainless steel to match countertops. Please see Kewaunee Scientific Cabinets model number on same sheet as basis of design. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C PROJECT RESPONSIBILITY SCOPE MATRIXLEGEND: M - Materials Funished By, I = Installed By, W = Wiring for BAS/Controls Interlock By, P = Powered By, N = Network Drop By TaskSpecification Division (CSI MasterFormat)Orange County (Owner)ArchitectEngineerConstruction ManagerMechanical ContractorElectrical ContractorStructured Cabling Contractor (Intellicom) CommentIBMS Systems and HardwareIntegrations to IBMS25IBMS Server Hardware and Software (IT Closet)25 M,I,WP NHVAC Controls System and Equipment Integration25 MNGenerator Integration25 MNAutomatic Transfer Switch Integration25 M NSolar Power Generation System Integration 25 M NLighting Controls Integration25 M NEnergy Management System Integration 25 M NFire / Life-safety System Integration25 M NHVAC Controls23HVAC Control System Panels and Server23 M,I,WP NDOAS w/ Factory BACnet Controls 23 M,I,WPSplit System Air Handling Units Controls23 M,I,WPElectric Duct Heaters Controls23 M,I,WPDuctless Split Systems Controls23 M,I,WPApparatus Bay Fans Controls23 M,I,WPApparatus Bay CO/ NO2 Gas Monitoring 23 M,I,WPBig Ass Fan Controls (Service Bay Fans)23 I,WM PLaundry Storage Fan Controls23 M,I,WPToiler Shower Fan Controls23 M,I,WPInfrared Heater Controls23 M,I,WPElectric Unit Heater Controls23 M,I,WPMorgue Cooler Monitoring23 M,I,WPElectrical26Transformers for 24V Systems26M,I,PElectrical Switch Gear 26 WM,I,P NAutomatic Transfer Switches 26 WM,I,P NBreaker Panels 26M,I,PBranch Panels26M,I,PPower Distribution Panels 26M,I,PEmergency Generator 26 WM,I,P NSolar PV Panels and Controls26 WM,I,P NSecurity and Life Safety28Fire Alarm System Devices & Hardware28 M,I,WP NMetering 23Main Water Supply Metering (pulse input from Utility meter)23 M,I,WPMain Electrical Supply Metering (pulse input from Utility meter)23 M,I,WPMain Gas Metering (pulse input from Utility meter)23 M,I,WPAutomatic Transfer Switch Metering (from factory) 23 I,WM,PSolar PV Metering (meter included in PV DAS)23 I,WM,P3/30/2022Prepared by: MPCS, Inc.DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C PROJECT RESPONSIBILITY SCOPE MATRIXLEGEND: M - Materials Funished By, I = Installed By, W = Wiring for BAS/Controls Interlock By, P = Powered By, N = Network Drop By TaskSpecification Division (CSI MasterFormat)Orange County (Owner)ArchitectEngineerConstruction ManagerMechanical ContractorElectrical ContractorStructured Cabling Contractor (Intellicom) Comment3/30/2022Prepared by: MPCS, Inc.DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 1 SECTION 283111 - DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM PART 1 - GENERAL 1.1 SUMMARY A. Section Includes: 1. Fire-alarm control unit. 2. Manual fire-alarm boxes. 3. System smoke detectors. 4. Nonsystem smoke detectors. 5. Heat detectors. 6. Notification appliances. 7. Magnetic door holders. 8. Remote annunciator. 9. Addressable interface device. 10. Digital alarm communicator transmitter. B. Related Requirements: 1. Section 280513 "Conductors and Cables for Electronic Safety and Security" for cables and conductors for fire-alarm systems. 2. Wake County Design & Construction Guidelines, 8/1/2017. 1.2 ACTION SUBMITTALS A. Product Data: For each type of product, including furnished options and accessories. B. Shop Drawings: For fire-alarm system. 1. Comply with recommendations and requirements in the "Documentation" section of the "Fundamentals" chapter in NFPA 72. 2. Include plans, elevations, sections, details, and attachments to other work. 3. Include details of equipment assemblies. Indicate dimensions, weights, loads, required clearances, method of field assembly, components, and locations. Indicate conductor sizes, indicate termination locations and requirements, and distinguish between factory and field wiring. 4. Detail assembly and support requirements. 5. Include voltage drop calculations for notification-appliance circuits. 6. Include battery-size calculations. 7. Include input/output matrix. 8. Include statement from manufacturer that all equipment and components have been tested as a system and meet all requirements in this Specification and in NFPA 72. 9. Include performance parameters and installation details for each detector. 10. Verify that each duct detector is listed for complete range of air velocity, temperature, and humidity possible when air-handling system is operating. 11. Include plans, sections, and elevations of heating, ventilating, and air-conditioning ducts, drawn to scale; coordinate location of duct smoke detectors and access to them. a. Show critical dimensions that relate to placement and support of sampling tubes, detector housing, and remote status and alarm indicators. b. Show field wiring required for HVAC unit shutdown on alarm. c. Locate detectors according to manufacturer's written recommendations. 12. Include floor plans to indicate final outlet locations showing address of each addressable device. Show size and route of cable and conduits and point-to-point wiring diagrams. C. General Submittal Requirements: 1. Submittals shall be approved by authorities having jurisdiction prior to submitting them to Architect. 2. Shop Drawings shall be prepared by persons with the following qualifications: a. Trained and certified by manufacturer in fire-alarm system design. b. NICET-certified, fire-alarm technician; Level III minimum. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 2 c. Licensed or certified by authorities having jurisdiction. D. Delegated-Design Submittal: For notification appliances and smoke and heat detectors, in addition to submittals listed above, indicate compliance with performance requirements and design criteria, including analysis data signed and sealed by the qualified professional engineer responsible for their preparation. 1. Drawings showing the location of each notification appliance and smoke and heat detector, ratings of each, and installation details as needed to comply with listing conditions of the device. 2. Design Calculations: Calculate requirements for selecting the spacing and sensitivity of detection, complying with NFPA 72. Calculate spacing and intensities for strobe signals and sound-pressure levels for audible appliances. 3. Indicate audible appliances required to produce square wave signal per NFPA 72. 1.3 INFORMATIONAL SUBMITTALS A. Qualification Data: For Installer. B. Seismic Qualification Certificates: For fire-alarm control unit, accessories, and components, from manufacturer. C. Field quality-control reports. D. Sample warranty. 1.4 CLOSEOUT SUBMITTALS A. Operation and Maintenance Data: For fire-alarm systems and components to include in emergency, operation, and maintenance manuals. 1. In addition to items specified in Section 017823 "Operation and Maintenance Data," include the following and deliver copies to authorities having jurisdiction: a. Comply with the "Records" section of the "Inspection, Testing and Maintenance" chapter in NFPA 72. b. Provide "Fire Alarm and Emergency Communications System Record of Completion Documents" according to the "Completion Documents" Article in the "Documentation" section of the "Fundamentals" chapter in NFPA 72. c. Complete wiring diagrams showing connections between all devices and equipment. d. Riser diagram. e. Record copy of site-specific software. f. Provide "Inspection and Testing Form" according to the "Inspection, Testing and Maintenance" chapter in NFPA 72, and include the following: 1) Equipment tested. 2) Frequency of testing of installed components. 3) Frequency of inspection of installed components. 4) Requirements and recommendations related to results of maintenance. 5) Manufacturer's user training manuals. g. Manufacturer's required maintenance related to system warranty requirements. h. Abbreviated operating instructions for mounting at fire-alarm control unit and each annunciator unit. B. Software and Firmware Operational Documentation: 1. Software operating and upgrade manuals. 2. Program Software Backup: On magnetic media or compact disk, complete with data files. 3. Device address list. 4. Printout of software application and graphic screens. 1.5 QUALITY ASSURANCE A. Installer Qualifications: Personnel shall be trained and certified by manufacturer for installation of units required for this Project. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 3 B. Installer Qualifications: Installation shall be by personnel certified by NICET as fire-alarm Level II technician. C. NFPA Certification: Obtain certification according to NFPA 72 by an NRTL (nationally recognized testing laboratory). D. NFPA Certification: Obtain certification according to NFPA 72 by a UL-listed alarm company. E. NFPA Certification: Obtain certification according to NFPA 72 in the form of a placard by an FM Global-approved alarm company. 1.6 WARRANTY A. Special Warranty: Manufacturer agrees to repair or replace fire-alarm system equipment and components that fail in materials or workmanship within specified warranty period. 1. Warranty Extent: All equipment and components not covered in the Maintenance Service Agreement. 2. Warranty Period: Five years from date of Substantial Completion. PART 2 - PRODUCTS 2.1 SYSTEM DESCRIPTION A. Source Limitations for Fire-Alarm System and Components: Components shall be compatible with, and operate as an extension of, existing system. Provide system manufacturer's certification that all components provided have been tested as, and will operate as, a system. B. Noncoded, UL-certified addressable system, with multiplexed signal transmission and horn/strobe evacuation. C. Automatic sensitivity control of certain smoke detectors. D. All components provided shall be listed for use with the selected system. E. Electrical Components, Devices, and Accessories: Listed and labeled as defined in NFPA 70, by a qualified testing agency, and marked for intended location and application. 2.2 SYSTEMS OPERATIONAL DESCRIPTION A. Fire-alarm signal initiation shall be by one or more of the following devices and systems: 1. Manual stations. 2. Heat detectors. 3. Smoke detectors. 4. Duct smoke detectors. 5. Carbon monoxide detectors. 6. Automatic sprinkler system water flow. 7. Fire-extinguishing system operation. 8. Fire standpipe system. 9. Dry system pressure flow switch. B. Fire-alarm signal shall initiate the following actions: 1. Continuously operate alarm notification appliances. 2. Identify alarm and specific initiating device at fire-alarm control unit and remote annunciators. 3. Transmit an alarm signal to the remote alarm receiving station. 4. Unlock electric door locks in designated egress paths. 5. Release fire and smoke doors held open by magnetic door holders. 6. Switch heating, ventilating, and air-conditioning equipment controls to fire-alarm mode. 7. Close smoke dampers in air ducts of designated air-conditioning duct systems. 8. Activate preaction system. 9. Recall elevators to primary or alternate recall floors. 10. Activate elevator power shunt trip. 11. Activate emergency lighting control. 12. Activate emergency shutoffs for gas and fuel supplies. 13. Record events in the system memory. C. Supervisory signal initiation shall be by one or more of the following devices and actions: DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 4 1. Valve supervisory switch. 2. High- or low-air-pressure switch of a dry-pipe or preaction sprinkler system. 3. Elevator shunt-trip supervision. 4. Loss of communication with any panel on the network. D. System trouble signal initiation shall be by one or more of the following devices and actions: 1. Open circuits, shorts, and grounds in designated circuits. 2. Opening, tampering with, or removing alarm-initiating and supervisory signal-initiating devices. 3. Loss of communication with any addressable sensor, input module, relay, control module, or remote annunciator. 4. Loss of primary power at fire-alarm control unit. 5. Ground or a single break in internal circuits of fire-alarm control unit. 6. Abnormal ac voltage at fire-alarm control unit. 7. Break in standby battery circuitry. 8. Failure of battery charging. 9. Abnormal position of any switch at fire-alarm control unit or annunciator E. System Supervisory Signal Actions: 1. Initiate notification appliances. 2. Identify specific device initiating the event at fire-alarm control unit and remote annunciators. 3. After a time delay of 200 seconds, transmit a trouble or supervisory signal to the remote alarm receiving station. 2.3 PERFORMANCE REQUIREMENTS A. Seismic Performance: Fire-alarm control unit and raceways shall withstand the effects of earthquake motions determined according to ASCE/SEI 7. 1. The term "withstand" means "the unit will remain in place without separation of any parts from the device when subjected to the seismic forces specified and the unit will be fully operational after the seismic event." 2.4 FIRE-ALARM CONTROL UNIT A. Manufacturers: Subject to compliance with requirements, provide products by one of the following: 1. Fire-Lite Alarms, Inc.; a Honeywell International company. 2. Gamewell - FCI by Honeywell. 3. Notifier. 4. Silent Knight. 5. SimplexGrinnell LP. B. General Requirements for Fire-Alarm Control Unit: 1. Field-programmable, microprocessor-based, modular, power-limited design with electronic modules, complying with UL 864. 2. Addressable Initiation Device Circuits: The FACP shall indicate which communication zones have been silenced and shall provide selective silencing of alarm notification appliance by building communication zone. 3. Addressable Control Circuits for Operation of Notification Appliances and Mechanical Equipment: The FACP shall be listed for releasing service. C. Alphanumeric Display and System Controls: Arranged for interface between human operator at fire-alarm control unit and addressable system components including annunciation and supervision. Display alarm, supervisory, and component status messages and the programming and control menu. 1. Annunciator and Display: Liquid-crystal type, 80 characters, minimum. 2. Keypad: Arranged to permit entry and execution of programming, display, and control commands. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 5 D. Initiating-Device, Notification-Appliance, and Signaling-Line Circuits: 1. Pathway Class Designations: NFPA 72, Class B. 2. Pathway Survivability: Level 0. E. Notification-Appliance Circuit: 1. Audible appliances shall sound in a three-pulse temporal pattern, as defined in NFPA 72. 2. Where notification appliances provide signals to sleeping areas, the alarm signal shall be a 520-Hz square wave with an intensity 15 dB above the average ambient sound level or 5 dB above the maximum sound level, or at least 75 dBA, whichever is greater, measured at the pillow. 3. Visual alarm appliances shall flash in synchronization where multiple appliances are in the same field of view, as defined in NFPA 72. F. Elevator Recall: 1. Elevator recall shall be initiated only by one of the following alarm-initiating devices: a. Elevator lobby detectors except the lobby detector on the designated floor. b. Smoke detector in elevator machine room. c. Smoke detectors in elevator hoistway. 2. Elevator controller shall be programmed to move the cars to the alternate recall floor if lobby detectors located on the designated recall floors are activated. 3. Water-flow alarm connected to sprinkler in an elevator shaft and elevator machine room shall shut down elevators associated with the location without time delay. a. Water-flow switch associated with the sprinkler in the elevator pit may have a delay to allow elevators to move to the designated floor. G. Door Controls: Door hold-open devices that are controlled by smoke detectors at doors in smoke-barrier walls shall be connected to fire-alarm system. H. Remote Smoke-Detector Sensitivity Adjustment: Controls shall select specific addressable smoke detectors for adjustment, display their current status and sensitivity settings, and change those settings. Allow controls to be used to program repetitive, time-scheduled, and automated changes in sensitivity of specific detector groups. Record sensitivity adjustments and sensitivity-adjustment schedule changes in system memory. I. Transmission to Remote Alarm Receiving Station: Automatically transmit alarm, supervisory, and trouble signals to a remote alarm station. J. Primary Power: 24-V dc obtained from 120-V ac service and a power-supply module. Initiating devices, notification appliances, signaling lines, trouble signals, supervisory and digital alarm communicator transmitters and digital alarm radio transmitters shall be powered by 24-V dc source. 1. Alarm current draw of entire fire-alarm system shall not exceed 80 percent of the power- supply module rating. K. Secondary Power: 24-V dc supply system with batteries, automatic battery charger, and automatic transfer switch. 2.5 MANUAL FIRE-ALARM BOXES A. Manufacturers: Subject to compliance with requirements, provide products by one of the following: 1. Faraday. 2. Fire-Lite Alarms, Inc.; a Honeywell International company. 3. Gamewell - FCI by Honeywell. 4. Notifier. 5. Siemens Industry, Inc.; Fire Safety Division. 6. Silent Knight. B. General Requirements for Manual Fire-Alarm Boxes: Comply with UL 38. 1. Single-action mechanism, pull-lever type; with integral addressable module arranged to communicate manual-station status (normal, alarm, or trouble) to fire-alarm control unit. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 6 2. Station Reset: Key- or wrench-operated switch. 2.6 SYSTEM SMOKE DETECTORS A. Manufacturers: Subject to compliance with requirements, provide products by one of the following: 1. Fire-Lite Alarms, Inc.; a Honeywell International company. 2. Gamewell - FCI by Honeywell. 3. Notifier. 4. Siemens Industry, Inc.; Fire Safety Division. 5. Silent Knight. 6. SimplexGrinnell LP. B. General Requirements for System Smoke Detectors: 1. Comply with UL 268; operating at 24-V dc, nominal 2. In first subparagraph below, retain first option for additions to existing four-wire systems or if detector auxiliary contacts are used for critical control functions such as air-handler shutdowns. Otherwise, retain type based on class of initiating-device circuit. Four-wire detectors have power supply wiring separate from the initiating-device circuit wiring. Both power supply wiring and initiating-device circuit wiring must be supervised. 3. Integral Addressable Module: Arranged to communicate detector status (normal, alarm, or trouble) to fire-alarm control unit. 4. Base Mounting: Detector and associated electronic components shall be mounted in a twist-lock module that connects to a fixed base. Provide terminals in the fixed base for connection to building wiring. 5. Self-Restoring: Detectors do not require resetting or readjustment after actuation to restore them to normal operation. 6. Integral Visual-Indicating Light: LED type, indicating detector has operated and power- on status. 7. Remote Control: Unless otherwise indicated, detectors shall be digital-addressable type, individually monitored at fire-alarm control unit for calibration, sensitivity, and alarm condition. a. Rate-of-rise temperature characteristic of combination smoke- and heat-detection units shall be selectable at fire-alarm control unit for 15 or 20 deg F per minute. b. Fixed-temperature sensing characteristic of combination smoke- and heat-detection units shall be independent of rate-of-rise sensing and shall be settable at fire-alarm control unit to operate at 135 or 155 deg F. c. Multiple levels of detection sensitivity for each sensor. d. Sensitivity levels based on time of day. C. Photoelectric Smoke Detectors: 1. Detector address shall be accessible from fire-alarm control unit and shall be able to identify the detector's location within the system and its sensitivity setting. 2. An operator at fire-alarm control unit, having the designated access level, shall be able to manually access the following for each detector: a. Primary status. b. Device type. c. Present average value. d. Present sensitivity selected. e. Sensor range (normal, dirty, etc.). D. Duct Smoke Detectors: Photoelectric type complying with UL 268A. 1. Detector address shall be accessible from fire-alarm control unit and shall be able to identify the detector's location within the system and its sensitivity setting. 2. An operator at fire-alarm control unit, having the designated access level, shall be able to manually access the following for each detector: DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 7 a. Primary status. b. Device type. c. Present average value. d. Present sensitivity selected. e. Sensor range (normal, dirty, etc.). 3. Weatherproof Duct Housing Enclosure: NEMA 250, Type 4X; NRTL listed for use with the supplied detector for smoke detection in HVAC system ducts. 4. Each sensor shall have multiple levels of detection sensitivity. 5. Sampling Tubes: Design and dimensions as recommended by manufacturer for specific duct size, air velocity, and installation conditions where applied. 6. Relay Fan Shutdown: Fully programmable relay rated to interrupt fan motor-control circuit. 2.7 CARBON MONOXIDE DETECTORS A. General: Carbon monoxide detector listed for connection to fire-alarm system. 1. Mounting: Adapter plate for outlet box mounting. 2. Testable by introducing test carbon monoxide into the sensing cell. 3. Detector shall provide alarm contacts and trouble contacts. 4. Detector shall send trouble alarm when nearing end-of-life, power supply problems, or internal faults. 5. Comply with UL 2075. 6. Locate, mount, and wire according to manufacturer's written instructions. 7. Provide means for addressable connection to fire-alarm system. 8. Test button simulates an alarm condition. 2.8 HEAT DETECTORS A. Manufacturers: Subject to compliance with requirements, provide products by one of the following: 1. Faraday. 2. Fire-Lite Alarms, Inc.; a Honeywell International company. 3. Notifier. 4. Siemens Industry, Inc.; Fire Safety Division. 5. Silent Knight. 6. SimplexGrinnell LP. B. General Requirements for Heat Detectors: Comply with UL 521. 1. Temperature sensors shall test for and communicate the sensitivity range of the device. C. Heat Detector, Combination Type: Actuated by either a fixed temperature or a rate of rise. 1. Mounting: Twist-lock base interchangeable with smoke-detector bases. 2. Integral Addressable Module: Arranged to communicate detector status (normal, alarm, or trouble) to fire-alarm control unit. D. Heat Detector, Fixed-Temperature Type: Actuated by temperature that exceeds a fixed temperature. 1. Mounting: Twist-lock base interchangeable with smoke-detector bases. 2. Integral Addressable Module: Arranged to communicate detector status (normal, alarm, or trouble) to fire-alarm control unit. 2.9 NOTIFICATION APPLIANCES A. Manufacturers: Subject to compliance with requirements, provide products by one of the following: 1. Cooper Wheelock. 2. GE UTC Fire & Security; A United Technologies Company. 3. Gentex Corporation. 4. Siemens Industry, Inc.; Fire Safety Division. 5. SimplexGrinnell LP. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 8 B. General Requirements for Notification Appliances: Connected to notification-appliance signal circuits, zoned as indicated, equipped for mounting as indicated, and with screw terminals for system connections. 1. Combination Devices: Factory-integrated audible and visible devices in a single- mounting assembly, equipped for mounting as indicated, and with screw terminals for system connections. C. Chimes: Vibrating type. D. Horns: Electric-vibrating-polarized type, 24-V dc; with provision for housing the operating mechanism behind a grille. Comply with UL 464. E. Visible Notification Appliances: Xenon strobe lights complying with UL 1971, with clear or nominal white polycarbonate lens mounted on an aluminum faceplate. The word "FIRE" is engraved in minimum 1-inch-high letters on the lens. 1. Mounting: Wall mounted unless otherwise indicated. 2. Flashing shall be in a temporal pattern, synchronized with other units. 3. Strobe Leads: Factory connected to screw terminals. 4. Mounting Faceplate: Factory finished, white. 2.10 MAGNETIC DOOR HOLDERS A. Description: Units are equipped for wall or floor mounting as indicated and are complete with matching doorplate. 1. Electromagnets: Require no more than 3 W to develop 25-lbf holding force. 2. Wall-Mounted Units: Flush mounted unless otherwise indicated. 3. Rating: 24-V ac or dc. 4. Rating: 120-V ac. B. Material and Finish: Match door hardware. 2.11 REMOTE ANNUNCIATOR A. Description: Annunciator functions shall match those of fire-alarm control unit for alarm, supervisory, and trouble indications. Manual switching functions shall match those of fire-alarm control unit, including acknowledging, silencing, resetting, and testing. 1. Mounting: Flush cabinet, NEMA 250, Type 1. B. Display Type and Functional Performance: Alphanumeric display and LED indicating lights shall match those of fire-alarm control unit. Provide controls to acknowledge, silence, reset, and test functions for alarm, supervisory, and trouble signals. 2.12 ADDRESSABLE INTERFACE DEVICE A. General: 1. Include address-setting means on the module. 2. Store an internal identifying code for control panel use to identify the module type. 3. Listed for controlling HVAC fan motor controllers. B. Monitor Module: Microelectronic module providing a system address for alarm-initiating devices for wired applications with normally open contacts. C. Integral Relay: Capable of providing a direct signal to elevator controller to initiate elevator recall or to circuit-breaker shunt trip for power shutdown. 1. Allow the control panel to switch the relay contacts on command. 2. Have a minimum of two normally open and two normally closed contacts available for field wiring. D. Control Module: 1. Operate notification devices. 2. Operate solenoids for use in sprinkler service. 2.13 DIGITAL ALARM COMMUNICATOR TRANSMITTER A. Digital alarm communicator transmitter shall be acceptable to the remote central station and shall comply with UL 632. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 9 B. Functional Performance: Unit shall receive an alarm, supervisory, or trouble signal from fire- alarm control unit and automatically capture two telephone lines and dial a preset number for a remote central station. When contact is made with central station(s), signals shall be transmitted. If service on either line is interrupted for longer than 45 seconds, transmitter shall initiate a local trouble signal and transmit the signal indicating loss of telephone line to the remote alarm receiving station over the remaining line. Transmitter shall automatically report telephone service restoration to the central station. If service is lost on both telephone lines, transmitter shall initiate the local trouble signal. C. Local functions and display at the digital alarm communicator transmitter shall include the following: 1. Verification that both telephone lines are available. 2. Programming device. 3. LED display. 4. Manual test report function and manual transmission clear indication. 5. Communications failure with the central station or fire-alarm control unit. D. Digital data transmission shall include the following: 1. Address of the alarm-initiating device. 2. Address of the supervisory signal. 3. Address of the trouble-initiating device. 4. Loss of ac supply. 5. Loss of power. 6. Low battery. 7. Abnormal test signal. 8. Communication bus failure. E. Secondary Power: Integral rechargeable battery and automatic charger. F. Self-Test: Conducted automatically every 24 hours with report transmitted to central station. PART 3 - EXECUTION 3.1 EQUIPMENT INSTALLATION A. Comply with NFPA 72, NFPA 101, and requirements of authorities having jurisdiction for installation and testing of fire-alarm equipment. Install all electrical wiring to comply with requirements in NFPA 70 including, but not limited to, Article 760, "Fire Alarm Systems." B. Connecting to Existing Equipment: Verify that existing fire-alarm system is operational before making changes or connections. C. Equipment Mounting: Install fire-alarm control unit on finished floor. 1. Comply with requirements for seismic-restraint devices specified in Section 260548.16 "Seismic Controls for Electrical Systems." D. Install wall-mounted equipment, with tops of cabinets not more than 78 inches above the finished floor. 1. Comply with requirements for seismic-restraint devices specified in Section 260548.16 "Seismic Controls for Electrical Systems." E. Manual Fire-Alarm Boxes: 1. Install manual fire-alarm box in the normal path of egress within 60 inches of the exit doorway. 2. Mount manual fire-alarm box on a background of a contrasting color. 3. The operable part of manual fire-alarm box shall be between 42 inches and 48 inches above floor level. All devices shall be mounted at the same height unless otherwise indicated. F. Smoke- or Heat-Detector Spacing: Comply with NFPA 72. G. Duct Smoke Detectors: Comply with NFPA 72 and NFPA 90A. Install sampling tubes so they extend the full width of duct. Tubes more than 36 inches long shall be supported at both ends. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 10 H. Elevator Shafts: Coordinate temperature rating and location with sprinkler rating and location. Do not install smoke detectors in sprinklered elevator shafts. I. Single-Station Smoke Detectors: Where more than one smoke alarm is installed within a dwelling or suite, they shall be connected so that the operation of any smoke alarm causes the alarm in all smoke alarms to sound. J. Remote Status and Alarm Indicators: Install in a visible location near each smoke detector, sprinkler water-flow switch, and valve-tamper switch that is not readily visible from normal viewing position. K. Audible Alarm-Indicating Devices: Install not less than 6 inches below the ceiling. Install bells and horns on flush-mounted back boxes with the device-operating mechanism concealed behind a grille. Install all devices at the same height unless otherwise indicated. L. Visible Alarm-Indicating Devices: Install adjacent to each alarm bell or alarm horn and at least 6 inches below the ceiling. Install all devices at the same height unless otherwise indicated. M. Device Location-Indicating Lights: Locate in public space near the device they monitor. 3.2 PATHWAYS A. Pathways above recessed ceilings and in nonaccessible locations may be routed exposed. 1. Exposed pathways located less than 96 inches above the floor shall be installed in EMT. B. Pathways shall be installed in EMT. C. Exposed EMT shall be painted red enamel. 3.3 CONNECTIONS A. For fire-protection systems related to doors in fire-rated walls and partitions and to doors in smoke partitions, comply with requirements in Section 087100 "Door Hardware." Connect hardware and devices to fire-alarm system. 1. Verify that hardware and devices are listed for use with installed fire-alarm system before making connections. B. Make addressable connections with a supervised interface device to the following devices and systems. Install the interface device less than 36 inches from the device controlled. Make an addressable confirmation connection when such feedback is available at the device or system being controlled. 1. Smoke dampers in air ducts of designated HVAC duct systems. 2. Magnetically held-open doors. 3. Electronically locked doors and access gates. 4. Alarm-initiating connection to elevator recall system and components. 5. Alarm-initiating connection to activate emergency lighting control. 6. Alarm-initiating connection to activate emergency shutoffs for gas and fuel supplies. 7. Supervisory connections at valve supervisory switches. 8. Supervisory connections at low-air-pressure switch of each dry-pipe sprinkler system. 9. Supervisory connections at elevator shunt-trip breaker. 10. Supervisory connections at fire-extinguisher locations. 3.4 IDENTIFICATION A. Identify system components, wiring, cabling, and terminals. Comply with requirements for identification specified in Section 260553 "Identification for Electrical Systems." B. Install framed instructions in a location visible from fire-alarm control unit. 3.5 GROUNDING A. Ground fire-alarm control unit and associated circuits; comply with IEEE 1100. Install a ground wire from main service ground to fire-alarm control unit. B. Ground shielded cables at the control panel location only. Insulate shield at device location. 3.6 FIELD QUALITY CONTROL A. Field tests shall be witnessed by authorities having jurisdiction. B. Perform the following tests and inspections with the assistance of a factory-authorized service representative: DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C FL 3/16 DIGITAL, ADDRESSABLE FIRE-ALARM SYSTEM 283111 - 11 1. Visual Inspection: Conduct visual inspection prior to testing. a. Inspection shall be based on completed record Drawings and system documentation that is required by NFPA 72 in its "Completion Documents, Preparation" table in the "Documentation" section of the "Fundamentals" chapter. b. Comply with the "Visual Inspection Frequencies" table in the "Inspection" section of the "Inspection, Testing and Maintenance" chapter in NFPA 72; retain the "Initial/Reacceptance" column and list only the installed components. 2. System Testing: Comply with the "Test Methods" table in the "Testing" section of the "Inspection, Testing and Maintenance" chapter in NFPA 72. 3. Test audible appliances for the public operating mode according to manufacturer's written instructions. Perform the test using a portable sound-level meter complying with Type 2 requirements in ANSI S1.4. 4. Test audible appliances for the private operating mode according to manufacturer's written instructions. 5. Test visible appliances for the public operating mode according to manufacturer's written instructions. 6. Factory-authorized service representative shall prepare the "Fire Alarm System Record of Completion" in the "Documentation" section of the "Fundamentals" chapter in NFPA 72 and the "Inspection and Testing Form" in the "Records" section of the "Inspection, Testing and Maintenance" chapter in NFPA 72. C. Reacceptance Testing: Perform reacceptance testing to verify the proper operation of added or replaced devices and appliances. D. Fire-alarm system will be considered defective if it does not pass tests and inspections. E. Prepare test and inspection reports. F. Maintenance Test and Inspection: Perform tests and inspections listed for weekly, monthly, quarterly, and semiannual periods. Use forms developed for initial tests and inspections. G. Annual Test and Inspection: One year after date of Substantial Completion, test fire-alarm system complying with visual and testing inspection requirements in NFPA 72. Use forms developed for initial tests and inspections. 3.7 SOFTWARE SERVICE AGREEMENT A. Comply with UL 864. B. Technical Support: Beginning at Substantial Completion, service agreement shall include software support for two years. C. Upgrade Service: At Substantial Completion, update software to latest version. Install and program software upgrades that become available within two years from date of Substantial Completion. Upgrading software shall include operating system and new or revised licenses for using software. 1. Upgrade Notice: At least 30 days to allow Owner to schedule access to system and to upgrade computer equipment if necessary. 3.8 DEMONSTRATION A. Train Owner's maintenance personnel to adjust, operate, and maintain fire-alarm system. END OF SECTION 283111 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Stewart Cooper Newell Architects 1523 Addendum 01 – pg 1 P: 704.865.6311 or 800.671.0621 F: 704.865.0046 ADDENDUM NO. 3 April 1, 2022 1637-NEW EMS STATION #4 AND MEDICAL EXAMINER'S QUARTERS Each Contractor shall be responsible for each item of the Addendum as stated herein and shall coordinate each item with his particular portion of work. Each Contractor shall coordinate with all other Contractors for satisfactory completion of each item of the addendum and the total project. The Prime Contractor shall be responsible for seeing that his subcontractors/material suppliers are properly apprised of the contents of this Clarification. The following clarifications, amendments, additions, deletions, revisions, and/or modification are hereby made a part of the Contract Documents, and change t he original documents only in the manner and to the extent stated herein. GENERAL CLARIFICATION 1. Refer to SCNA Bid Bond: a. Project name shall read New Ems Station #4 and Medical Examiner's Quarters. See attached for revised documents. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C BID BOND SCNA-2011 NC PROJECTS ONLY SCNA-2011-BB-1 SCNA - BID BOND - 2011 (Important! AIA A-310 Bid Bond As Indicated In AIA-A701 Instructions To Bidders Is NOT Acceptable) Date of Execution of this Bond: _________________________________________________ Name and Address of Principal (Bidder): _________________________________________________ _________________________________________________ Name and Address of Surety: __________________________________________________ __________________________________________________ Name and Address of Owner/Obligee: Orange County NC Project: Orange County EMS Station 4 & Medical Examiner’s Quarters Located: 3800 US Hwy 70 Efland, NC 27243 Amount of Bond: __________________________________________________ __________________________________________________ Bid and Proposal Date: _________________________________ for______________ __________________________________________________ KNOW ALL MEN BY THESE PRESENTS, that we, the PRINCIPAL and the above named and SURETY above named, who is duly licensed to act as surety in the State of North Carolina, are hel d and firmly bound unto (Owner/Obligee)_______________________________________________________, a body corporate and politic of the State of North Carolina as Obligee, in the penal sum of FIVE PERCENT (5%) of the amount bid in the bid and proposal above described in lawful money of the United States of America, for the payment of which, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. NOW, THEREFORE, THE CONDITION OF OBLIGATION is such, that if the Principal shall be awar ded the contract for which the bid and proposal above described is submitted and shall execute the contract, give bond for the faithful performance of the contract, and give bond for the payment to all persons supplying labor and material in the prosecution of the work provided for in said contract, within ten (10) days after the award of the same to the Principal above named, then this obligation shall be null and void; but if the Principal above named fails to so execute such contract and give performance bond and payment bond as required by Section 129 of Chapter 143 of the General Statutes of North Carolina, as amended and Article 3 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C BID BOND SCNA-2011 NC PROJECTS ONLY SCNA-2011-BB-2 of Chapter 44-A of the General Statutes of North Carolina, as amended, the Surety shall, upon demand, forthwith pay to the Obligee the amount of this bond set forth above. IN WITNESS WHEREOF, the Principal above named and the Surety above named have executed this instrument under their several seals on the date set forth. WITNESS: _________________________________ Principal (name of individual, individual and trade name, partnership, corporation, or joint venture) ____________________________________________ (Proprietorship or Partnership) BY _________________________________ Title: _____________________________ (Owner, Partner, Office held in corporation, joint venture) ATTEST: (Corporation) By:___________________________________________ Title:__________________________________________ (Corporate Secretary or Assistant Secretary Only) __________________________________ Surety (Name of Surety Company) WITNESS: By_______________________________ ______________________________________________ Title: Attorney in fact (Corporate Seal of Surety) ________________________________ (Address of Attorney in Fact) COUNTERSIGNED: _______________________________________________ N.C. Licensed Resident IMPORTANT- Surety Companies executing BONDS must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of North Carolina. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Stewart Cooper Newell Architects 1523 Addendum 01 – pg 1 P: 704.865.6311 or 800.671.0621 F: 704.865.0046 ADDENDUM NO. 4 April 1, 2022 1637-NEW EMS STATION #4 AND MEDICAL EXAMINER'S QUARTERS Each Contractor shall be responsible for each item of the Addendum as stated herein and shall coordinate each item with his particular portion of work. Each Contractor shall coordinate with all other Contractors for satisfactory completion of each item of the addendum and the total project. The Prime Contractor shall be responsible for seeing that his subcontractors/material suppliers are properly apprised of the contents of this Clarification. The following clarifications, amendments, additions, deletions, revisions, and/or modification are hereby made a part of the Contract Documents, and change t he original documents only in the manner and to the extent stated herein. GENERAL CLARIFICATION 1. Refer to Invitation to Bid: a. The Bid Opening date has been changed to April 12, 2022. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Invitation To Bid Orange County EMS Station 4 & Morgue #1637 IB-1 of 2 INVITATION TO BID Sealed Bids For: Orange County EMS Station 4 & Medical Examiner’s Quarters 3800 US Hwy 70 Efland, NC 27243 Orange County Bid Solicitation Number Bid No 367-OC 5346 will be received for the Owner, Orange County, by Stewart-Cooper-Newell-Architects, P.A., at the Whitted Health Building Board Meeting Room (2nd Floor) at 300 West Tryon Street in Hillsborough, NC 27278 until: 1:00 P.M. APRIL 12, 2022 at which time they will be publicly opened and read. Bids will be received for: Single Prime Contracts (Single Prime Bids which includes General, Plumbing, Mechanical and Electrical Construction) MANDATORY Pre-Bid Conference: Date: March 15, 2022 Time: 1:00 P.M. Location: Whitted Health Building Board Meeting Room (2nd Floor) 300 West Tryon Street Hillsborough, NC 27278 Any qualified Bidder may submit a bid. Instructions for submitting bids and complete plans and specifications may be obtained online through the NextPlans plan room beginning February 28, 2022. To become a registered plan holder you must sign up and order a full set of the bid documents by visiting the following web address: http://scn.nextplans.com. Add the documents to your cart and proceed through the checkout process. You may order digital or hard copy plans at .10/sq. f.t.-plans and .10/page-specs. The only means by which PDF’s are to be provided is via download from NextPlans. Credit Card only. This is not a deposit and no refunds will be issued after successful de livery of project documents. After download, you may distribute these documents to your potential bidders through your normal channels. This site will be open to sub-prime bidders as well, allowing them to view prime bidder information and order bid documents. Notification of addenda, pre-bid meetings, award information, etc will come via email through this site and be published for all registered users to view. For those not familiar with NextPlans or who need technical assistance, please contact NextPlans support at (866.)215.0428 or email nextplans@sharpeimages.com. All Contractors are hereby notified that they shall be properly licensed under the State Laws governing their respective trades. (General Statutes Chapter 87, State of North Carolina.) Each Bidder will be required to certify on the Bid Form that he is properly licensed and classified to perform the work that he is bidding. This certification also guarantees that if subcontractors are used they will also be properly licensed and classified. Bidders should have no contact with the owners or the owners’ representatives. Any such contact will subject the bidder to immediate disqualification. Bids must be on the standard forms provided by the Architects and must be marked to identify the construction or classification of the work as shown above. Each bid shall be accompanied by a certified check drawn on some bank or trust company insured by the Federal Deposit Insurance Corporation or a bid bond in the amount of equal to 5% of the total bid. The certified check or bid bond will be retained if the successful Bidder fails to execute the contract within ten (10) days after the award or fails to give satisfactory surety as required by the Contract Documents. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Invitation To Bid Orange County EMS Station 4 & Morgue #1637 IB-2 of 2 A Performance Bond and Labor and Material Payment Bond in the amount of 100% of the Contract Sum will be required for this project. All Bonds must be executed in accordance with and conditioned as prescribed by the Laws of the State of North Carolina. No Bidder may withdraw his Bid within 45 (Forty-Five) days after the opening thereof. Bidders shall be required to begin work upon receipt of Notice to Proceed as issued by the Owner with an adequate force to carry the work forward as rapidly as possible and complete it within 425 consecutive calendar days. (365 consecutive calendar days for Substantial Completion and 60 days for final completion) as stated on the Bid forms. Liquidated Damages in the amount of $500.00 per calendar day will be assessed for each day beyond the scheduled completion date the work remains incomplete and $200.00 per day for each calendar day beyond the scheduled completion date for Final Completion Bidding documents, drawings, and specifications may be examined at the following locations: Office Of: Stewart-Cooper-Newell-Architects, P.A. 719 East Second Avenue Gastonia, NC 28054 Phone: 704/865-6311 FAX: 704/865-0046 For technical questions during the bidding phase please contact Gregory Scott at gscott@scn-architects.com For questions concerning obtaining plans and specifications please contact Crystal Sutton at 800/671-0621 - Extension 100 or email csutton@scn-architects.com Important Note to All Bidders: ALL BIDDERS ARE HEREBY NOTIFIED THAT THEY SHALL COMPLY WITH THE STATE OF NORTH CAROLINA MINORITY BUSINESS ENTERPRISE PROGRAM. MBE REQUIREMENTS ARE INCLUDED IN THE SPECIFICATIONS. The Owners reserve the right to accept or reject any and all bids, to waive any informalities in bidding, and to award the Contract in any manner which the Owner believes is in the best interest of the citizens of Orange County, NC. Orange County, North Carolina Angel Barnes, Capital Projects Manager The Owner’s documents supersede discrepancies between Owner’s and Architect’s documents. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 1 Revised 06/21 EXHIBIT 1----GENERAL CONDITIONS Table of Contents Page Article 1. Definitions......................................................................................................................3 Article 2. Correlation, Interpretation, and Intent of Contract Documents……...............................7 Article 3. Familiarity with Work, Conditions and Laws..................................................................8 Article 4. Bonds............................................................................................................................9 Article 5. Insurance and Indemnity ..............................................................................................9 Article 6. Other Record Documents and Submittals...................................................................16 Article 7. Contractor....................................................................................................................18 Article 8. Owner .........................................................................................................................26 Article 9. Construction Manager ................................................................................................26 Article 10. Designer ...................................................................................................................26 Article 11. Testing and Surveying..............................................................................................27 Article 12. Separate Contracts...................................................................................................27 Article 13. 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 Article 21. Final Payment..........................................................................................................40 Article 22. Contractor, Subcontractor and Supplier Affidavit ....................................................41 Article 23. Assignments and Subcontracts................................................................................41 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 2 Revised 06/21 Article 24. Measurements........................................................................................................41 Article 25. Contractor and Subcontractor Relationships..........................................................42 Article 26. Use of Premises .....................................................................................................42 Article 27. Cutting, Patching and Fitting ..................................................................................42 Article 28. Dispute Resolution ................................................................................................43 Article 29. 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 Article 37. General...................................................................................................................46 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 3 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 4 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 5 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 6 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 7 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 8 Revised 06/21 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 employee s, 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 9 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 10 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 11 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 12 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 13 Revised 06/21 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, DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 14 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 15 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 16 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 17 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 18 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 19 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 20 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 21 Revised 06/21 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, DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 22 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 23 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 24 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 25 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 26 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 27 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 28 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 29 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 30 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 31 Revised 06/21 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 Desig ner 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 32 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 33 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 34 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 35 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 36 Revised 06/21 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) DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 37 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 38 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 39 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 40 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 41 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 42 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 43 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 44 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 45 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 46 Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 47 Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 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 DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C Revised 06/21 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. DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C 04/14/2022 Creative Insurance Solutions 1321 N. Main Street Fuquay Varina NC 27526 Rhonda Ward (919) 557-9085 (919) 557-5670 clcsr@creativeinsurancesolutions.com JERNIGAN KESTER LLC DBA J KESTER & ROSE 119 S FUQUAY AVE FUQUAY VARINA NC 27526-2210 Selective Insurance Co of America 12572 CL2221514611 A S 2482491 05/10/2021 05/10/2022 1,000,000 500,000 15,000 1,000,000 3,000,000 3,000,000 A S 2482491 05/10/2021 05/10/2022 1,000,000 A S 2482491 05/10/2021 05/10/2022 6,000,000 6,000,000 A Y WC 9072693 05/10/2021 05/10/2022 1,000,000 1,000,000 1,000,000 A Contractor's rented/leased equipment S 2482491 05/10/2021 05/10/2022 Limit 25,000 Bid No 367-OC 5346 Architect’s Project No. 1637 Located at 3800 US HWY 70, Efland NC 27243 Orange County, North Carolina 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C DocuSign Envelope ID: 40CF07BE-0F08-4B66-B4FD-884A0A07C01C