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2022-204-E-IT Dept-NetPlanner Systems-Design changes and material cost increase for fiber optic infrastructure project
Revised 06/21 ORANGE COUNTY CHANGE ORDER REQUEST NORTH CAROLINA ______________________________________________________________________________________________________________ Date: 5-19-22 Project: Outside Plant Fiber Infrastructure Change Order No. 2 Department: IT Department Address: 131 W. Margaret Lane Project: 61370035-897086-30007 Contractor: NetPlanner Systems, Inc Contractor Address: 1229 Perry Road, Ste 108, Apex, NC 27502 Effective date of original contract: 3March2021 (2021-160) This change order increases decreases the contract time by 35 days. Check here if no impact to contract time . Will this change order impact the date of substantial completion? Yes No. If yes, the amended date of substantial completion is: TBA due to stock of matericals, once order is in the dates of completion can be giving _______________________________________________________________________________________________________________ Full Description of Change: Now crossing the path to the other side on Revere RD over to the other side of N Nash Now crossing the path to the other side at intersection of N Nash & W Corbin st Now crossing the path to the other side at intersection of N Nash & Hayes St (going under now W Unions St) Now crossing the path to the other side at intersection of N Nash & W Queen St Concrete restore and install of (6) new hand boxes crossing Margaret LN 112+50 to 112+92 Additional hand boxes (6), 144 stand fiber, locate wire, design, conduit duct, ground rods, and labor needed Reason for Change: T.O.H design changes Material cost increase on base bid material (See Attachment A) _______________________________________________________________________________________________________________ Original contract sum: $ 307,070.14 Contract sum prior to this change order: $ 318,428.26 Amount of this change order: $ 46,200.39 Total sum of the contract including this change order: $ 364,628.65 _______________________________________________________________________________________________________________ This change order is executed to amend the contract time or contract sum. It shall not be construed to impact the original contract, project, services, or work in any other manner. All other terms of the Original Contract remain in effect. Approved and executed this 19th day of May, 2022. _______________________________ _____________________________ _____________________________ Contractor Owner Architect (when retained) By:____________________________ By:___________________________ By:___________________________ DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 5/19/2022 5/19/20225/24/2022 Revised 06/21 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY _____________________________________________________________________________________________________ Party/Vendor Name: NetPlanner Systems, Inc Party/Vendor Contact Person: Mike Dycus Contact Phone: 770-833-3130 Party/Vendor Address: 1229 Perry Road City Apex State: NC Zip: 27502 Department: OCIT Amount: $46,200.39 Purpose: Design changes and material cost increase for fiber optic infrastructure project Budget Code(s): 61370035-897086-30007 Vendor # 67077 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 19 May 2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this pro ject 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 standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 5/23/2022 5/23/2022 5/24/2022 5/24/2022 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ●Augusta, GA ● Columbus, GA ● Savannah, GA ●Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com 5-18-22 RE: AR20215RV1 – Orange County, North Carolina – RFP No. 367-OC 5301 – Change Order 2 Thank you for the opportunity to provide a proposal for the Orange County, North Carolina – RFP No. 367-OC 5301 CO#2 project. With over 30 years of experience in the industry, NetPlanner Systems, Inc. has a long history successfully completing projects of this scope and magnitude. As one of the Southeast's leading providers of information transport systems, NetPlanner Systems, Inc. has established a reputation for completing projects on time and within budget. We dedicate our efforts to staying on top of the ever- changing world of communications technology in order to consistently deliver innovative, high performing systems. Our goal is to provide you with the highest quality products and a level of customer service that exceeds your expectations. Please do not hesitate to contact me if you have any questions about this proposal. Again, thank you for this opportunity. We look forward to working with you. Please find our pricing for the following: •OSP Fiber Optic Backbone Cabling Pricing is based on the following: T.O.H design changes Material cost increase on base bid material Attachment ADocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com SCOPE OF WORK Changes in design/adds shown on REV3 drawings 3-18-22 ¾ Now crossing the path to the other side on Revere RD over to the other side of N Nash ¾ Now crossing the path to the other side at intersection of N Nash & W Corbin st ¾ Now crossing the path to the other side at intersection of N Nash & Hayes St (going under now W Unions St) ¾ Now crossing the path to the other side at intersection of N Nash & W Queen St ¾ Concrete restore and install of (6) new hand boxes ¾ Open Trench across Margaret LN 112+50 to 112+92 ¾ Additional hand boxes (6), 144 stand fiber (, locate wire, design, conduit duct, ground robs, and labor needed Breakdown Material and Labor of install duct and fiber ($6,975.00 labor and Material $2,763.13 = $9,738.13 Material and Labor of hand box and Concrete restore ($5,250.00 labor and Material $3,001.56) = $8,251.56 Engineering $1,500.00 Total for changes in design/adds: $19,489.69 Material cost increase on base bid material (breakdown below): $26,710.70 Total for Change Order #2 is $46,200.39 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com Material Price now Total Now Bid day price Total Diff HDPE duct 1.25 innerduct 14,000 2.8900 40,460.00 1.77 24,780.00 15,680.00 17x30x24 boxes hand boxes 19 650.0000 12,350.00 365 6,935.00 5,415.00 24x36x24 boxes hand boxes 3 800.0000 2,400.00 575 1,725.00 675.00 Copper .#10 wire Wire #10 copper insulation 12,000 0.6500 7,800.00 0.37 4,440.00 3,360.00 024EU4- T4101D20 CORNING 24 Strand OSP, Altos, Single Mode Fiber 1,110 0.3450 388.50 0.265 294.15 94.35 006U4- T41D20 CORNING Fiber, 6 Strand, Single- mode, Altos OSP 1,610 0.6500 1,046.50 0.54 869.40 177.10 CCH-01U CORNING Rack Mount Enclosure 1U 3 225.6700 677.01 155 465.00 212.01 CCH-CP12-A9 CORNING 6 Duplex Single-mode LC Adapter (12 Fibers) 1 98.4800 98.48 62.12 62.12 36.36 CCH-CP24-A9 CORNING 12 Duplex Single-mode LC Adapter (24 Fibers) 4 183.8000 735.20 139 556.00 179.20 95-200-99 CORNING Connector, UniCam, LC, SPC, Singlemode 72 18.0500 1,299.60 11.8 849.60 450.00 COYOTE00059 PERFORMED Coyote, 6.5" x 22" Fiber Closure Kit w/ (1) 80805514 3 586.0000 1,758.00 535.22 1,605.66 152.34 80805514 PERFORMED Coyote, 36 Count, Low Profile Short Tray, Single Fusion 2 50.5500 101.10 39.66 79.32 21.78 80809958 PERFORMED Coyote, 24 Count, Low Profile Short Tray, Single Fusion 4 26.9400 107.76 21.05 84.20 23.56 FT-1 MISC Heat Shrink Sleeve 72 13.2500 954.00 10 720.00 234.00 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com PAYMENTS NetPlanner Systems, Inc. will invoice Customer for all materials and for mobilization upon approval of proposal. Customer will be invoiced for labor at the end of the project or at the end of the month, whichever comes first, based upon the percentage of the project completed. The Customer agrees to pay any and all payments according to the payment schedule. Should said payment(s) not be made, or if satisfactory arrangements for payment have not been made, NetPlanner Systems, Inc. reserves the right to stop all work until such time as payment is rendered or satisfactory payment arrangements have been made. Standard payment terms are NET 15. Any required closeout documents, including, but not limited to, as-built drawings, test results, and warranties, will be released to the Customer once 90% of the total project payment has been received by NetPlanner Systems, Inc. NetPlanner Systems, Inc. operates primarily as a contractor for sales tax purposes. This means that all sales tax is paid to the Georgia Department of Revenue at the point of purchase of materials and that no sales tax may be charged to NetPlanner Systems, Inc. customers. INCLUSIONS Pricing includes above described items by NetPlanner Systems, Inc. and applies to regular business hours unless otherwise stated, Monday -Friday 7:30 AM - 4:30 PM. This bid proposal and the pricing within is valid for 90 days, however materials may not be purchased until jobsite is ready for low voltage scope to begin. If the metal market experiences any volatility during this time, pricing may be adjusted to compensate for difference." EXCLUSIONS Overtime labor is not included in this proposal. NetPlanner Systems is not responsible for conduit, millwork, or other general construction requirements that provide pathways to provided equipment. This also includes any ceiling reconstruction, i.e. ceiling tile/grid, sheetrock, etc. NetPlanner Systems is not responsible for any configuration of Customer’s network equipment that may impede the completion of the project. NetPlanner Systems is not liable to the Customer or any third party for any delays, damages or equipment failure caused by any circumstances beyond our reasonable control. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com NetPlanner Systems is not responsible for any applicable wall support, network, and power requirements. TIMELINE NetPlanner Systems operates all integration projects on an estimated four – six week lead time before beginning onsite installation. During this time the NetPlanner Systems staff assigned to the project shall prepare deliverables (CAD, programming, etc.), order/receive equipment and begin required fabrication. Lead times can vary depending on manufacturers’ lead times, which NetPlanner Systems does not control. Lead time begins once a signed Statement of Work (SOW) and Purchase Order (PO) are received from the Customer and receipt is confirmed by NetPlanner Systems. The project will not begin nor will a Project Manager be assigned until a signed SOW and PO are received. Once these items are received, a Project Manager will be assigned and the Customer will be contacted with proposed installation dates. Delays in installation approvals could result in originally proposed installation dates no longer being available. System commissioning will take place after all equipment and cabling has been installed. NetPlanner Systems will test and certify that the integrated system functions properly and is ready for Customer’s use. If applicable, prior to installation, NetPlanner Systems’ certified programmers will custom-write and design the Customer’s touch panel GUI and complete audio, video, lighting and control code for the integration solution. Upon completion of and payment for the project, the Customer will own all coding associated with the project. CHANGE ORDERS Changes to the Scope of Work, delays due to site closings, limited access, or other events which the Customer requests will be handled as part of a Change Order. Customer should contact NetPlanner Systems’ Project Manager with any requested changes, modifications, or enhancements to the project. NetPlanner Systems’ Project Manager will prepare a Change Order which will address scope functionality changes, detail cost implications, and reflect any necessary equipment changes. The Project Manager must receive the signed Change Order before NetPlanner Systems will proceed with any ordering or changes in the project. Additional labor resulting from a Change Order will be estimated at the time of request. If overtime or weekend work is required, the labor rate will be subject to a 1.5 multiplier. If holiday work is required, the labor rate will be subject to a 2.0 multiplier. The cost of additional materials and labor will be presented for Customer approval prior to commencing work on the Change Order. Additional charges for the changes will be added to the contract price and billed with the next scheduled contract payment. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com The completion date shall be adjusted according to the change(s) mentioned above, and the original completion date shall become null and void. Agreements made by the Customer with other vendors or subcontractors on the job are not recognized. CUSTOMER-SUPPLIED ITEMS All materials supplied by the Customer are to be on site by the specified date in the contract. It is the responsibility of the Customer to ensure that Customer-supplied items are in good and sufficient condition to be installed and that all necessary parts to install such items are present. The Customer bears all responsibilities pertaining to the condition, performance, and warranties of Customer-supplied items. NetPlanner Systems, Inc. shall install Customer-supplied items 'as is' and shall bear no responsibility, either explicit or implied, for the item or for its condition, performance, or warranty. CUSTOMER RESPONSIBILITIES To ensure that the project goes smoothly, please implement the following: A) Designate one person to be the Customer's point of contact. This person shall be kept informed of the job's progress and shall be provided answers to questions as they arise. B) Direct all questions to NetPlanner Systems, Inc.'s designated point of contact. Avoid trying to resolve questions or problems with workers, vendors, or other individuals on or off the job site. C) Make any and all changes to the original contract in writing and ensure that a "Change Order" form is completed and signed before those changes are made. D) NetPlanner Systems, Inc. shall in no way be held responsible for making the proposed system fully operational in the event that the Customer fails to disclose in explicit written terms the features required of the system and where lack of doing so is the cause for such failure to become operational. If such omissions by any third party or the Customer cause the system to be incomplete and unable to function as expected, it is up to the Customer to provide financial resources to correct such omissions. QUALITY All work shall be performed in a good and workmanlike manner per industry standards. All material is guaranteed to be new, unless otherwise specified. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com SAFETY NetPlanner Systems, Inc. shall take all necessary precautions for the safety of persons and the protection of the work and adjoining property. NetPlanner Systems, Inc. shall comply with all applicable provisions of federal, state and local safety laws and building codes including, without limitation, the provisions of 29 CFR 1910.147 (OSHA Lockout/Tagout Standard). INDEPENDENT CONTRACTORS The relationship of Customer and NetPlanner Systems, Inc. created by this agreement shall be that of independent contractors and not one of joint venture, partnership, or employment. During the term of this Agreement and for a period of two (2) years following the date of the termination or expiration of this Agreement (or the date of any subsequent termination of the parties' relationship, whichever is later), Customer covenants and agrees that Customer shall not, directly or indirectly: (i) solicit, recruit, or hire (or attempt to solicit, recruit, or hire) or otherwise assist anyone in soliciting, recruiting, or hiring, any employee of NetPlanner Systems, Inc. who performed work for NetPlanner Systems, Inc. within the last year of Customer's relationship with NetPlanner Systems, Inc. or who was otherwise engaged or employed with NetPlanner Systems, Inc. at the time of termination or expiration of this Agreement and the parties' relationship or (ii) otherwise encourage, solicit, or support any such employee(s) to leave their employment with NetPlanner Systems, Inc., until such employee's employment with NetPlanner Systems, Inc. has been voluntarily or involuntarily terminated or separated for at least six (6) months. In the event the Customer hires a NetPlanner Systems, Inc. employee, the Customer agrees to compensate NetPlanner Systems, Inc. an amount equal to the employee's minimum annual salary. DAVIS BACON ACT NetPlanner Systems, Inc. is compliant with all State, Federal and local labor and employee relations laws including Davis Bacon and Davis Bacon Related Act regulations and guidelines. Based upon Federal guidelines, it is the contracting agency's and/or contractor's responsibility to (a) notify bidders when a project falls under the Davis Bacon Act and/or Davis Bacon Related Act guidelines and (b) provide the Prevailing Wage Determination attached to the contract. NetPlanner Systems, Inc. bids its labor based upon criteria and requirements outlined within the RFP; as such, we will not take into consideration Davis Bacon Act/DBRA wage requirements if it has not been designated within the RFP/bid documents as a requirement. If a contract is awarded and later determined to be a Davis Bacon/Davis Bacon Related Act project, NetPlanner Systems, Inc. will issue a change order for the additional labor costs and/or have the right to cancel the contract based upon the contractor's failure to properly notify bidders of the DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com Prevailing Wage requirements. In some instances, the Prevailing Wage Determination provided within an RFP/bid package does not include an employee classification matching the specialized skills required of our employees. Under these circumstances, our quote is based upon the prevailing wage rates for our classification, in the project's specific geographic location. In addition, should the contract be awarded to our company, we would need to submit an SF1444 requesting a wage conformance to include a worker classification for Telecommunications / Voice / Data / Video technicians. FEDERAL SUBCONTRACTOR STATUS If applicable, the parties hereby incorporate the requirements of 41 CFR §§60 1.4 (a) (7), and 29 CFR Part 471, Appendix A to Subpart A. If applicable, this contractor and subcontractor shall also abide by the requirements of 41 CFR § 60 300.5 (a) and 41 CFR § 60 741.5 (a). These regulations prohibit discrimination against qualified protected veterans and qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities. BUILDING CODES All work performed under this agreement shall comply with applicable building codes. Any additional work required by the Building Department beyond the agreement of this contract is not the responsibility of NetPlanner Systems, Inc. Terms and Conditions Proprietary and Confidential NetPlanner Systems, Inc. ASBESTOS AND OTHER HAZARDOUS MATERIALS It is the obligation of the Customer to determine if the structure covered by this contract contains asbestos and/or other hazardous materials. This proposal and contract does not include any provision (neither monetary provisions nor time-schedule provisions) to cover the unforeseen hazards or additional work necessitated by removal of asbestos and/or other hazardous materials. If asbestos and/or other hazardous materials are discovered after work is already in progress, and if the asbestos and/or other hazardous materials represent a changed condition from those described in the plans and specifications, then NetPlanner Systems, Inc. shall be entitled to additional compensation and an increase in time for completion of the project. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com EXISTING CONDITIONS NetPlanner Systems, Inc. makes no representation of existing conditions and assumes no responsibility of condition for any of the Customer's equipment that may or may not be relocated or affected by NetPlanner Systems, Inc.'s work. HIDDEN DEFECTS It is acknowledged that hidden defects, faulty wiring, or other defective components of existing systems may need to be updated or replaced in order to properly complete the above-quoted work, and further acknowledged that the expense, if any, will be the responsibility of the Customer. PATHWAYS All conduits installed by others are assumed to be passable. NetPlanner Systems, Inc. is not responsible for repairing or replacing pathways installed by others. Any conduits routing below foundation grade must be identified by the Customer so that NetPlanner Systems, Inc. can properly specify outdoor rated cable. Failure to identify such conduits will result in cable being replaced at additional cost to Customer. Indoor cable routing below foundation grade will not be warranted by NetPlanner Systems, Inc. LIENS NetPlanner Systems, Inc. retains the right to file a mechanic's lien and will not indemnify Customer and/or Lessee against all claims or liens filed by NetPlanner Systems, Inc. Indemnity shall include costs and attorneys' fees. FINANCE CHARGES Any contract payment or invoice amount not paid by the due date shall be considered delinquent and shall bear interest at the rate of one and one-half percent (1 1/2%) per month on the outstanding balance. If steps shall be taken, whether by suit or otherwise, to collect any sum including interest which has become delinquent, the Customer agrees to pay all costs thereby incurred, including any reasonable collector's fees, attorney fees, and court costs. INDEMNITY AND LIABILITY NetPlanner Systems, Inc.'s obligation to indemnify Customer or any other party shall be limited to the extent the loss, cost, expense, claim or demand for which indemnification is sought (i) arises out of or results from the negligence of NetPlanner Systems, Inc., its employees and subcontractors, and (ii) arises out of bodily injury (including death) or DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com damage to tangible property of third parties. The indemnity shall not be interpreted to make NetPlanner Systems, Inc. liable for the negligence of any other party, nor for loss or damage to property or existing facilities of the Customer at or near the site of the Work. NetPlanner Systems, Inc. shall not be liable for any special or consequential damages, loss of profits, interest penalties or fines. Customer must make written demand for indemnity promptly after a claim is made against it. NetPlanner Systems, Inc. absolves itself of any liability due to omissions or failures to perform by any engineering firm, consultant or other party engaged by the Customer. NetPlanner Systems, Inc. shall in no way be held responsible for making the proposed system fully operational if faulty design from any party not hired by NetPlanner Systems, Inc. is the cause for such failure to become operational. WARRANTY NetPlanner Systems, Inc. hereby guarantees that the work shall be free from defects in labor for one (1) year from the date of completion of the project. NetPlanner Systems, Inc.'s liability for breach of warranty or failure or defect in performance of the Contract shall be limited to re-performing corrective services of the type originally performed by NetPlanner Systems, Inc. with its own forces, beginning at final completion and continuing for twelve (12) months thereafter, provided NetPlanner Systems, Inc. receives written notice of defective work within the warranty period. Materials and active hardware are warranted as specified by individual manufacturers and not by NetPlanner Systems, Inc. NetPlanner Systems, Inc. will exchange any defective equipment at no labor cost for a period of 30 days. After 30 days, the Customer is responsible for exchanging defective equipment. NetPlanner Systems, Inc. can install exchanged equipment on a time and materials basis. NetPlanner Systems, Inc. reserves the right to repair or replace defective items and will not compensate others for repair or replacement services. ACKNOWLEDGEMENTS This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, representations, commitments, understandings or agreements between the parties, either written or oral. This Agreement shall not be changed or modified by any oral agreement or any other agreement unless the same is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. If NetPlanner Systems, Inc.'s proposal is made a part of this Agreement and said proposal contains DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 109 Apex, NC 27502 Direct: (919) 290-8011 Cell: (770) 833-7643 andrew.rakestraw@netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC Corporate Headquarters: 3145 Northwoods Parkway, Suite 800 ● Norcross, GA 30071 Office: (770) 662-5482 ● Fax: (770) 441-3773 ● Toll-Free: (800) 795-1975 www.netplanner.com any terms or conditions inconsistent with the terms and conditions of this Agreement Form, then this Agreement Form shall govern. ACCEPTANCE NetPlanner Systems, Inc. is hereby authorized to perform the work as specified. Payment shall be made as outlined above. Customer agrees this proposal constitutes in its entirely all that will be provided by NetPlanner Systems, Inc. Customer's signature certifies acceptance of the terms and conditions set forth in this proposal and posted at www.netplanner.com/termsandconditions. If this proposal is distributed by e-mail, then replying to such e-mail with the subject or message "I Accept" or any request by the Customer for NetPlanner Systems, Inc. to begin work on this project will constitute full acceptance of the terms and conditions set forth in this proposal and posted at www.netplanner.com/termsandconditions.pdf. Customer NetPlanner Systems, Inc. Authorized Signature: Authorized Signature: _ _ _ _ Printed Name: _ _ Printed Name: _ _ Title: _ _ Title: _ _ Date: _ _ Date: _ _ DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 1 [Departmental Use Only] TITLE OS Plant Fiber 367- OC5301 FY 2020-2021 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 3rd day of March, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") andNetPlanner Systems, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1.Services a.Scope of Work. i)This Services Agreement (“Agreement”) is for services to be rendered by Provider to County with respect to (insert type of project): Outside Plant Fiber Optic Infrastructure RFP# 367-OC5301 ii)By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv)The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2.Responsibilities of the Provider a.Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i)The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii)Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii)The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv)Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v)If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3.Basic Services a. Basic Services. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 3 i)The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s Request for Proposals or Request for Qualifications (the “RFP”) “RFP Number 367-OC5301 for “Outside Plant Fiber Optic Infrastructure” issued October 26, 2020, and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments Attachment 1: NetPlanner Systems Inc. Proposal dated January 6, 2021, Attachement 2: Addendum 1 Inportant Updates and Anwers to Questions dated 11/18/2020, Attachement 3: Addendum 2 Answers to Questions dated 11/30/2020, Attachment 4: Addendum 3 Updates and Important Reminders dated 12/9/2020, Attachment 5: Addendum 4 Answer to Question dated 12/11/2020, Attachment 6: NetPlanner Systems, Inc Certificate of Insurance, Attachment 7: Dispute Resolution Rules and Procedures Rev 07/20,Exhibit 1 - General Conditions Rev 07/20, (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s RFP together with attachments, Provider’s Proposal together with attachments. ii)The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee $10,000.00 $10,000.00 $10,000.00 $100,000.00 $10,000.00 $10,000.00 $100,000.00 $10,000.00 $5,000.00 March 22, 2021 April 19, 2021 April 23, 2021 May 19, 2021 May 26, 2021 May 19, 2021 May 26, 2021 June 3, 2021 June 10, 2021 June 18, 2021 1.Engineering, design & Permitting 2.Clear for Excavation 3.Utilities Located 4.Direction Bore (2) 1-1/4" Conduits 5.Place Handholds along conduit path 6.Place locate wire along conduit path 7.Drill Building & Fit Entrances with PVC 8.Pull Fiber to existing network closets 9.Terminate and Test 10.Walk-Thru and Close outs iii)Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days , or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. $42,070.14 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 4 4.Duration of Services a.Term. The term of this Agreement shall be from March 3, 2021 to June 30, 2021. b.Scheduling of Services i)The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii)Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii)The Commencement Date for the Provider's Basic Services shall be March 3, 2021. 5.Compensation a.Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Three-Hundred-Seven-Thousand-Seventy and 14/100 Dollars ($307,070.14). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County’s acknowledgement of the satisfactory completion of Task one. Upon the County’s acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b.Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6.Responsibilities of the County a.Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 5 7.Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10.Termination a.Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b.Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 6 terminating party has taken all reasonable steps to complete the performance of its obligations. c.Compensation After Termination. i)In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii)Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d.Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e.Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11.Additional Provisions a.Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b.Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c.Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-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 this requirement 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 7 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d.Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e.Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f.Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g.Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h.Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 8 of such limitation or change in County’s legal authority. i.Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name & Address Attention: OCIT NetPlanner Systems, Inc P.O. Box 8181 1229 Perry Road, Ste 108 Hillsborough, NC 27278 Apex, NC 27502 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manger By: __________________________________ Mike Dycus, RCDD, Vice President Printed Name and Title DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0 3/8/20213/12/2021 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Department Party/Vendor Name: NetPlanner Systems, Inc Party/Vendor Contact Person: Mike Dycus Contact Phone: 770.833.3130 Party/Vendor Address: 1229 Perry Road, Suite 108 City Apex State: NC Zip: 27502 Department: OCIT Amount: $307,070.14 Purpose: Outside Plant Fiber Optic Infrastructure per RFP#367-OC5301 Budget Code(s): 61370035-897086-30007 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 3/3/2021 Approved by Board Yes No Agenda Date: 2/16/2021 This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases and related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0 3/9/2021 3/9/2021 3/10/2021 3/12/2021 3/12/2021 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 2 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 3 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 4 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 5 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 6 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 7 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 8 Revised NETPLANNER v2 2.7 For those materials specified without the use of brand names, the Contractor shall submit within thirty (30) days after his receiving the Construction Contract for signatures, any product that meets the express requirements of the Specifications. Such Submittal shall include manufacturer's data, test reports, performance data and certifications, samples, erection details, and other applicable information as required to permit determination by the Designer whether such proposed products are suitable. The Designer shall be the sole judge as to the suitability of any proposed product. The burden of proof of quality rests with the Contractor. 2.8 The Contractor is required to examine and read the complete set of Contract Documents for information concerning the Work, because some of the Work for which the Contractor will be responsible may be indicated on or in documentation applying primarily to the Work of one or more other separate prime contractors. No allowance will be made for the Contractor’s failure to become familiar with the complete set of project documents. 2.9 Contractor’s requests for clarification or information shall clearly define the cause(s) of Contractor’s request and, as appropriate, shall include Contractor’s interpretation and Contractor’s proposed solution. ARTICLE 3. FAMILIARITY WITH WORK, CONDITIONS AND LAWS 3.1 The Contractor has investigated prior to bidding and is satisfied with all conditions affecting the Work, including but not restricted to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electrical power, roads and uncertainties of weather, or similar physical conditions at the Project site, and the character of equipment and facilities needed prior to and during prosecution of the Work. The Contractor is satisfied as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from inspection of the Project site, including all exploratory work done by the Owner, as well as from information presented by the Contract Documents, or any other information made available to the Contractor prior to receipt of bids. Any failure by the Contractor to become acquainted with the available information shall not relieve the Contractor from the responsibility for estimating properly the difficulty or cost of successfully performing the Work. 3.2 The Contractor shall be entitled to make all inferences from the Contract Documents that would reasonably be made by a contractor having knowledge and experience with similar work; however, the Contractor shall not be entitled to infer from the Contract Documents any fact or condition which would not be inferred by a contractor having knowledge and experience with similar work and the Contractor shall be required to obtain independently such other information as a knowledgeable and experienced contractor would prudently obtain in order to evaluate any such condition. 3.3 The Contractor specifically acknowledges familiarity with all Federal, State, and local laws, ordinances, rules, and regulations which may in any manner affect those engaged or employed in the Work, or the materials or equipment in or about the Work, or in any way affect the conduct of the Work and agrees that the Contractor and the Contractor’s employees, subcontractors, and suppliers will, at all times, comply with same. If the Contractor shall discover any provisions in the Contract Documents which are contrary to or inconsistent with any such law, ordinance, rule, or regulation, the Contractor shall immediately give notice thereof to the Designer and the Owner in writing, identifying any items of Work affected, and the Contractor shall not proceed DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 9 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 10 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 11 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 12 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 13 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 14 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 15 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 16 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 17 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 18 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 19 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 20 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 21 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 22 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 23 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 24 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 25 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 26 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 27 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 28 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 29 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 30 Revised NETPLANNER v2 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 31 Revised NETPLANNER v2 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 This section is removed and purposefully blank. 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. ARTICLE 14. CHANGES IN THE WORK 14.1 Without invalidating the Contract Documents, the Owner may, at any time, or from time to time order additions, deletions, or revisions in the Work. Said additions, deletions, or revisions shall be authorized only by written Change Orders, Construction Change Directives or Field Orders. Upon receipt of a Change Order, Construction Change Directive or Field Order, the Contractor shall proceed with the Work involved. All such Work shall be executed under the applicable conditions of the Contract Documents. If any change causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, adjustments shall be made as provided in Article 14 or Article 15. In order to expedite the Work and avoid or minimize delay in the Work that might affect the Contract Price or Contract Time, the Designer may issue a Change Order in the form of a Construction Change Directive which when signed by the Owner and Designer, directs the Contractor to proceed promptly with the Work involved. Any claim for an adjustment in Contract Price or Time, if not defined in the Construction Change 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 32 Revised NETPLANNER v2 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. 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. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 33 Revised NETPLANNER v2 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. 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 34 Revised NETPLANNER v2 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. 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 35 Revised NETPLANNER v2 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. 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; DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 36 Revised NETPLANNER v2 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) 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, DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 37 Revised NETPLANNER v2 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 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. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 38 Revised NETPLANNER v2 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. 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 39 Revised NETPLANNER v2 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. 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, DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 40 Revised NETPLANNER v2 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. 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, DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 41 Revised NETPLANNER v2 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. 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 42 Revised NETPLANNER v2 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. 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 resp ect 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 43 Revised NETPLANNER v2 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. ARTICLE 30. OPERATION OF OWNER'S FACILITIES 30.1 The Contractor agrees that all Work done under the Contract Documents shall be carried on in such a manner so as to ensure the regular and continuous operation of the adjoining or adjacent facilities. The Contractor further agrees that the sequence of operations under the Contract Documents shall be scheduled and carried out so as to ensure said regular and continuous operation. The Contractor shall not close any areas of construction until so authorized by the Designer. The Contractor shall control operations to assure the least inconvenience to the public. Under all circumstances, safety shall be the most important consideration. ARTICLE 31. THIRD PARTY BENEFICIARY CLAUSE 31.1 It is specifically agreed between the parties executing the Agreement that, with the specific exception set forth paragraph 7.24 hereof, and that exception only, the Contract Documents and the provisions therein are not intended to make the public, or any member thereof, a third-party beneficiary of the Agreement, or to authorize anyone not a party to the Contract Documents to DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 44 Revised NETPLANNER v2 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 manner. All costs and charges incurred by the Owner in proceeding in accordance with the preceding sentence, including attorney's fees, and all costs incurred by the Owner in completing the Work shall be deducted from any money due or which becomes due the Contractor. If such costs and expenses incurred by the Owner shall be less than the sum which would have been payable under Contract Documents if it had been completed by the Contractor, then the Contractor shall be entitled to receive the difference, but if such costs and expenses shall exceed the sum which would have been payable under the Contract Documents, the Contractor and the Contractor’s surety shall be liable to the Owner for and shall pay to the Owner the amount of such excess. ARTICLE 34. TERMINATION OR SUSPENSION BY THE OWNER FOR CONVENIENCE 34.1 The Owner may, without cause, order the Contractor to terminate, suspend, delay, or interrupt the Work in whole or in part for such period of time as the Owner may determine. 34.2 If the Contractor is subsequently ordered by the Owner to resume the Work, any cost or expenses to which the Contractor may be entitled by reason of the suspension, delay, or interruption shall be recovered by means of a Change Order in accordance with Articles 13 and DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 45 Revised NETPLANNER v2 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. 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 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 46 Revised NETPLANNER v2 program shall be delivered to the Owner as stipulated in the Contract Documents. A copy of the Orange County Minority Business Enterprise Policy is included in the Project Manual. ARTICLE 36 E-VERIFY AND DIGITAL SIGNATURES 36.1 By executing the Agreement Contractor affirms Contractor, its agents and subcontractors, are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 36.2 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 36.3 By executing the Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 36.4 By executing the Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. ARTICLE 37 GENERAL 37.1 If any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 37.2 The titles to Articles herein are for convenience only, are not substantive parts of the General Conditions, and are not to be considered in interpreting the Contract Documents. END OF GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION—EXHIBIT 1 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 PProposal Response OOrange County Government OOutside Plant Fiber Optic Infrastructure RFP #367-OC5301 January 6, 2021 Jovana Amaro Orange County Government 405 Meadowlands Drive Hillsborough, NC 27278 Andrew Rakestraw Account Manager 1229 Perry Road, Suite 108 Apex, NC 27502 Direct: (919) 290-8011 andrew.rakestraw@netplanner.com DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 TTable of Contents The information in this document is proprietary & confidential. Cover Letter ....................................................................................................................................................................... 3 Title Page ............................................................................................................................................................................ 4 Vendor Information ........................................................................................................................................................ 5 Litigation and Failed Project Statements ............................................................................................................... 9 Project Scope of Work and Technical Team ....................................................................................................... 10 Project Timeline and Methodology ........................................................................................................................ 15 References........................................................................................................................................................................ 20 Attachment A: Pricing ................................................................................................................................................ 21 Attachment A: Pricing - Revised ............................................................................................................................. 22 Attachment B: Certification of Financial Condition ......................................................................................... 23 Attachment C: Addendum Acknowledgement ................................................................................................. 24 Certificate of Insurance (sample) ............................................................................................................................. 25 E-Verify Form .................................................................................................................................................................. 26 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1229 Perry Road, Suite 108 Apex, NC 27502 www.netplanner.com Atlanta, GA ● Augusta, GA ● Columbus, GA ● Savannah, GA ● Raleigh, NC ● Tampa, FL Andrew Rakestraw, Account Manager Direct: (919) 290-8011 ● Email: andrew.rakestraw@netplanner.com The information in this document is proprietary & confidential. January 6, 2021 Jovana Amaro Orange County Government 405 Meadowlands Drive Hillsborough, NC 27278 Greetings: Thank you for the opportunity to provide a proposal for the Outside Plant Fiber Optic Infrastructure project. The detailed RFP has helped our team gain a comprehensive understanding of your needs. Based on the background information, NetPlanner Systems is pleased to provide the following proposal for OSP fiber optic backbone cabling. We are confident that this system meets all your requirements and provides a cost-effective, long-term solution. NetPlanner Systems has more than 33 years of history completing projects of similar size and complexity for K-12 education, higher education, government, healthcare, manufacturing, and commercial facilities. We have been fortunate to have worked on numerous fiber cabling projects over the years. This experience, combined with our highly qualified and certified technical staff, uniquely qualifies NetPlanner as the ideal partner for this initiative. For this project, the assigned Project Manager is Gary Sleith. Gary is a 35-year veteran in our industry and holds a NC Alarm Systems License. His email address is gary.sleith@netplanner.com. We look forward to the opportunity of partnering with Orange County Government and welcome any questions you may have about this proposal. Please do not hesitate to contact me by phone at (919) 290-8011 or via email at andrew.rakestraw@netplanner.com. Again, thank you for considering NetPlanner Systems as your communications technology provider. Sincerely, Andrew Rakestraw Andrew Rakestraw Account Manager DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 2 ORANGE COUNTY Request for Proposal #:367-OC5301 For internal processing, including tabulation of proposals, please provide your company’s Federal Employer Identification Number or alternate identification number (e.g. Social Security Number). Pursuant to G.S. 132-1.10 (b) this identification number shall not be released to the public. This page will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection. This page is to be filled out and returned with your proposal. Failure to do so may subject your proposal to rejection. ID Number: Federal ID Number or Social Security Number Vendor Name Sealed, mailed responses ONLY will be accepted for this solicitation. 58-1766857 NetPlanner Systems, Inc. 4 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 VVendor Information The information in this document is proprietary & confidential. Legal Name of our Company: NetPlanner Systems, Inc. Office Address: 1229 Perry Road, Suite 108 Apex, NC 27502 Telephone Number: (919) 290-8011 (O) (770) 441-3773 (F) Point of Contact:: Andrew Rakestraw andrew.rakestraw@netplanner.com (919) 290-8011 Ownership: Privately held company owned by J. Clinton Bridges, Founder Organization: Corporation organized on 12/31/1987 Almost 33 years in business Organized in the State of Georgia Main Office Address: 3145 Northwoods Parkway, Suite 800 Peachtree Corners, GA 30071 (770) 662-5482 (O) (770) 441-3773 (F) State of North Carolina Low Voltage License SP.FA/LV.29204 Mike Dycus, Vice President of NetPlanner Systems, Inc. 5 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 VVendor Information The information in this document is proprietary & confidential. Registered Communications Distribution Designer (RCDD) John E. Potts, President of NetPlanner Systems, Inc. 6 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 VVendor Information The information in this document is proprietary & confidential. Our History Your Pathway to Connectivity NetPlanner Systems was established in 1987 by local Atlanta leader, Clint Bridges, as a spin-off of his previously formed cable manufacturing company of computer cable assemblies for use in connecting peripherals to personal computers. Bridges envisioned the future trajectory of the PC marketplace as local area networks began to emerge in the marketplace. In 1986, he elected to sell the original manufacturing company due to increased overseas competition, and in late 1987, Bridges raised the necessary capital to form NetPlanner Systems, Inc. The company got its start by marketing cable installation services to many of the same customers that Bridges had served in his prior business. Since its inception, NetPlanner has served over 3,500 clients worldwide and continues to thrive as a leader of comprehensive technology solutions. Over the years, NetPlanner has developed a reputation for consistently high-quality network installations using all types of fiber optic cabling (both multimode and single mode), copper cabling, Wi-Fi, and long-haul wireless. At the same time, NetPlanner has expanded its service offerings to include security systems, audio/visual systems, and professional services in order to meet our customers’ ever-changing technology requirements. NetPlanner prides itself in providing best-in-class solutions and services backed by the most highly technical and certified employees in the industry. NetPlanner has been recognized as one of the fastest growing middle market companies in Georgia (Georgia Trend Magazine), we were named to the Inc. 5000 and ranked among the top 100 companies in Metro Atlanta’s Top Workplaces by the Atlanta Journal- Constitution. While this recognition is gratifying, we are most proud of our longstanding client relationships and the impressively high retention rate of our employees. More than thirty percent of our staff have been with us for greater than five years and our dedicated project managers average more than fifteen years of tenure – rare for companies in our industry. 7 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 VVendor Information The information in this document is proprietary & confidential. Why NetPlanner? Our turnkey philosophy – one source design, build, installation, testing and certification, repair, and maintenance. Our exceptional, certified expertise in the industry’s leading technology. Our holistic approach to delivering the right solution in a timely and cost-efficient manner. Our willingness to jump through hoops when necessary to make things happen. Our Presence We are well-known for our ability to provide the same consistent, high-quality approach to every installation, no matter the location. Our talented project managers have mastered the complexities of mobilizing a workforce as well as efficiently delivering materials and tooling to remotely located job sites in all parts of the country. NetPlanner Systems holds many contractor licenses in multiple states with the ability to quickly obtain additional licenses if required. We work with clients of all sizes in all markets. Whether you are a small business or a multi-national corporation, a private school or the largest school system in your state, a city courthouse or a large military base, NetPlanner Systems understands what drives your technology needs. We regularly work with clients in the following markets: K-12 Education Government Commercial Data Centers Higher Education Industrial Financial Healthcare Military NetPlanner Systems, Inc. is headquartered in Atlanta, Georgia, with additional offices in Augusta, Savannah, and Columbus, Georgia, as well as in Raleigh, North Carolina and Tampa, Florida. 8 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 LLitigation and Failed PProject Statements The information in this document is proprietary & confidential. LLITIGATION STATEMENT Neither NetPlanner Systems, Inc., nor any of its officers, have been involved in litigation in the past three years for which the respondent was a debtor in bankruptcy, a defendant in a lawsuit for deficient performance under a contract or agreement, a respondent in an administrative action for deficient performance, or a defendant in a criminal action. FAILED PROJECT STATEMENT NetPlanner Systems, Inc. has never failed to complete any work awarded to it nor has it been removed from any project awarded to it. 9 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 SScope of Work and Technical Team The information in this document is proprietary & confidential. SCOPE OF WORK Please find our pricing for the following: OSP Fiber Optic Backbone Cabling Pricing is based on the following: RFP 367-OC 5301 Google Maps Images Addendums 1, 2, 3, 4 & 5 Structured Cabling System Campus Wide Fiber Optic Backbone Cabling Scope Summary: Provide and install (1) 144-Strand Singlemode OSP fiber between hand/manholes at 131 W. Margaret Lane (West Campus) and 1200 US-70 West (Detention Center- North Campus). Spliced 24-strands into the 144-strand fiber (above) for connectivity to 131 W. Margaret Lane (West Campus). Spliced 24-strands into the 144-strand fiber (above) for connectivity to 1200 US-70 West (Detention Center- North Campus). Provide and install (2) 6-Strand Singlemode OSP fiber from hand/manhole at North/South Hassel St. to 300 W. Tryon St (Human Sciences Building). (1) 6-strand will be spliced into the 144-strand fiber (above) for connectivity to 131 W. Margaret Lane (West Campus). (1) 6-strand will be spliced into the 144-strand fiber (above) for connectivity to 1200 US-70 West (Detention Center- North Campus). Provide and install fiber splice enclosures and associated hardware at each of the (3) locations. All fiber will be terminated with LC connectors in new fiber enclosures at each location. Provide all testing, labeling, as-built, and support documentation as required per scope of work. Engineering and Design & Permitting is included. Original and Campus Wide Fiber Optic Backbone Cabling (North Campus) Scope Summary: Provide and install (1) 6-Strand Singlemode and (1) 6-strand multimode OSP fibers from MDF in 1200 US-70 West (Detention Center- North Campus) to: IDF in Parks Operations Base (POB) IDF in Environmental and Agricultural (EAC) All fiber will be terminated with LC connectors in new fiber enclosures at each location. 10 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 SScope of Work and Technical Team The information in this document is proprietary & confidential. Provide all testing, labeling, as-built, and support documentation as required per scope of work. Alternate A - Fiber Optic Backbone Cabling Scope Summary: The Town of Hillsborough Provide and install (1) 12-Strand Singlemode OSP fiber between: 131 W. Margaret Lane (West Campus) to 127 N. Churton Street Police Annex) 127 N. Churton Street Police Annex) to 101 E. Orange Street (Town Hall) 101 E. Orange Street (Town Hall) to 105 Corbin Street (Annex Building) All fiber will be terminated with LC connectors in new fiber enclosures at each location. Provide all testing, labeling, as-built, and support documentation as required per scope of work. Engineering and Design & Permitting is included. PROJECT COST SUMMARY Base bid Price: $ 302,532.14 plus PPBond $4,538.00 Alternate A Price: $151,034.20 Directional Bore will be (2) 1.25 conduits along the ROW. 1 with OSP fiber optic cabling and 1 Conduit for spare for future, or damages that may occur in the future. Handboxes (HHS) will be 24x36x36 will be placed along the route accordingly. HHS will not be placed any further than 1000ft. HHs will be for storing slack and making turns along the route. HHS will hold a minimum of 50 to 75ft of slack. All HHs will have 3 to 4 inches of gravel inside as well. A locate wire will be placed along the route as well for locating the facility in the future from possible damages that may occur. The locate wire will be installed in the HHs and then grounded to a ground rod hat will be placed in all HHs. All building entrances will be done with PVC conduit to match the size of the Bore pipe being placed. All building entrances will be reviewed with said customer before they are started. All building entrances will be sealed with Hydraulic cementfor water and any type of erosion, that may enter. All concrete removed for installation will be placed back to better or like conditions. All concrete will be replaced from joint to joint. 11 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 SScope of Work and Technical Team The information in this document is proprietary & confidential. A large project locate will have to be called in for this size project. The first 5000ft will take 1 week after an onsite meeting is done with the said contractor to clear for excavation. Then 3 to 4 days after said locating time per 2000 to 3000ft to be located of existing utilities. All areas of non-hard pavement will be seed and strawed and or sod placed depending on the original conditions at the time. Final red lines will be present showing the location and depths of the said facility being installed after all work and restoration have been completed. Might be needed for project, owner provider Equipment racks are not included in this proposal and are provided and installed by others. Floor Cores and floor penetrations are not included in this proposal. Overhead corridor basket tray or conduits inside buildings are not included in this proposal and is provided by the electrical contractor. Fire sleeves are not included in this proposal. Fiber optic jumpers are not included in this proposal. Active Network electronics, power strips, and UPS’s are not included in this proposal. 12 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 SScope of Work and TTechnical Team The information in this document is proprietary & confidential. OOur People Make the Difference Dedicated to delivering exceptional service Our greatest strength is the hundreds of full-time professionals that make up the NetPlanner team. Our commitment to the customer and the industry, combined with our dedication to professionalism and integrity, is unparalleled. We continually upgrade our technical skills to remain on the leading edge of advanced and emerging technologies and standards. Our people are dependable and knowledgeable, display an untiring focus to the details that impact results, respond quickly to all requests, and establish close working relationships with our customers. We are certified drug-free, have passed security / background checks, and consider safety our first priority. Extensive industry knowledge and experience More than thirty percent of our staff have been with us for more than five years and our project management staff averages more than 15 years of tenure – rare for companies in our business. Customers tell us that their confidence in our people to meet and exceed their expectations for their projects is why time and again they turn to NetPlanner Systems for their technology needs. 13 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 SScope of Work and TTechnical Team The information in this document is proprietary & confidential. Andrew Rakestraw Account Manager Kevin Ayers, RCDD Lead Estimator Brian Little, RTPM Vice President Operations Gary Sleith Project Manager Level I, II, III Cabling Systems Technicians Jason Hillman CAD Manager Laura Corpe Sr. Project Coordinator 14 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 PProject Timeline and Methodology The information in this document is proprietary & confidential. Our Project Approach NetPlanner's project management philosophy is to know and engage the end users so that we thoroughly understand the expectations and any nuances that might impact our work. We strictly adhere to BICSI guidelines and ensure standards compliance. Our project managers and team leaders implement firm quality control measures to deliver the highest quality solutions to our customers. Communication is key to the success of our projects. We provide regular project updates to keep our clients informed every step of the way throughout the installation. If there are any issues, we address them quickly to obtain resolution and meet the project deadline. Through a phased approach, NetPlanner will combine project management and technically focused services in the phases described below. Pre-Planning In the pre-planning phase, NetPlanner will conduct a detailed site visit where our project manager will meet with Orange County Government representative. Based on that meeting, we will prepare shop drawings for Orange County Government approval and finalize a schedule for the implementation. Our internal project team will hold a kick-off meeting that will include our account manager, CAD department, estimators, procurement department, and project manager to ensure the implementation flows as smoothly as possible from start to finish. Sourcing/Product Acquisition NetPlanner’s procurement department will begin the procurement process once the project timeline and schedule have been verified, as well as any material changes required based on the site visit. Our procurement manager controls material quality by confirming the correct material is received in new and working condition. The material is then staged in an area of our warehouse designated for Orange County Government. Not only does this procedure prevent the delivery of damaged equipment to the project site, but it also guarantees the project timeline is not compromised. Delivery / Set-up / Storage / Security NetPlanner has a warehouse and a clean lab facility for storage of all equipment. Typically, we have all equipment shipped directly to our office unless requested otherwise by the customer. We will complete as much programming in advance as possible in our clean lab. 15 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 PProject Timeline and Methodology The information in this document is proprietary & confidential. Installation The project schedule drives the project milestones and deadlines. Our project manager will remain in close contact with Orange County Government representatives to keep everyone apprised of the project status. Written status reports will be provided on a weekly basis to confirm project progress. If any potential issues surface that could jeopardize on-time completion, the project manager will make Orange County Government representatives aware immediately so that resolution can be quickly implemented. Certification and Testing We pride ourselves on the quality of our finished project, including certification and testing of all equipment installed by our highly qualified technical team. We thoroughly test each component of the system according to manufacturer and industry guidelines to ensure the system is fully functional and operating as expected. Additional Services In addition to hands-on installation services, a core group of personnel will support the project from NetPlanner Systems’ project management office in Peachtree Corners to ensure a smooth execution: Our senior project coordinator will process contract-related documents (including change orders), hold an internal project kickoff meeting with all team members, make updated project details accessible to all team members, and oversee invoicing to confirm compliance with Orange County Government’s requirements. NetPlanner’s procurement and logistics departments will work hand-in-hand to ensure smooth material management from purchasing to staging to on-time delivery at each project site. Our professional CAD experts are highly experienced in providing shop drawings, as-builts and other integrated equipment documentation provided and installed by NetPlanner Systems. Our pre- and post-construction coordinators are dedicated to providing timely submittals upon project award and thorough closeout documents, which include test results, as-built drawings, warranties, and O&M manuals, upon project completion. Our management team is committed to the success of the project, and while they will not be involved in the day-to-day activities, they will be provided with regular status updates and will be available to assist immediately should any escalation be required. 16 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 ID Task ModeTask NameDuration StartFinishPredecessors1Orange County, NC89 days?Tue 1/19/21Fri 5/21/212Engineering design and permitting4 wksTue 1/19/21Mon 2/15/213Project coordination and kick-off meeting(s)3 daysTue 2/16/21Thu 2/18/2124Clear for excavation4 wksFri 2/19/21Thu 3/18/2135Utilities located4 daysFri 3/19/21Wed 3/24/2146Directional Bore (2) 1 1/4" Conduits17 daysThu 3/25/21Fri 4/16/2157Place HHs along conduit path -every 1000' or less5 daysFri 4/9/21Thu 4/15/218Place locate wire along the conduit path17 daysThu 3/25/21Fri 4/16/219Drill Building and fit entrances with PVC to match bore pipe. 5 daysMon 4/19/21Fri 4/23/21610Pull fiber into existing network closets5 daysMon 4/26/21Fri 4/30/21911Terminate and test5 daysMon 5/3/21Fri 5/7/211012Walk-thru and close outs5 daysMon 5/10/21Fri 5/14/2111NovDecTaskSplitMilestoneSummaryProject SummaryInactive TaskInactive MilestoneInactive SummaryManual TaskDuration-onlyManual Summary RollupManual SummaryStart-onlyFinish-onlyExternal TasksExternal MilestoneDeadlineProgressManual ProgressPage 1Project: Project Schedule AR162Date: Fri 12/18/20Mon 1/25/21Mon 1/25/21Thu 2/25/21Thu 3/25/21Thu 5/27/2117DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 West Campus(131 W. Margaret Ln.)Whitted HumanServices Bldg.(300 W. Tryon St.)North Campus(1200 US 70 W)1,500'960'1,680'3,280'580'3,500'131 W. Margaret Ln. Handhole (West Campus) to 1200 US 70 W Handhole (North Campus - 144 Strand Single Mode Fiber (Approx. 11,500 ')24 strands spliced intobuilding from handhole.6 strands spliced intobuilding from handhole.24 strands spliced intobuilding from handhole.HandholeHandholeHandhole18DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Handhole36 Strand Single Mode FiberLibrary(131 W. Margaret Ln.)Police Annex (127 N. Churton St.)Town Hall(101 E. Orange St.)Annex Bldg.(105 E. Corbin St.)370'2,730'200'340'Handhole12 strands spliced intobuilding from handhole.Handhole12 strands spliced intobuilding from handhole.Handhole12 strands spliced intobuilding from handhole.19DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 RReferences The information in this document is proprietary & confidential. CClient Fort Bragg, NC CContact Ricky Lee, General Manager / was with Starr Electric Company, Inc. PPhone Number 910-484-0156 EEmail ricky.lee@integratedsalesnc.com AAddress Bldg. 306 Renovation, Pope Army Airfield CCommpletion October 2019 CContract Amt Original: $97,555 / Completed: $97,555 PProject DDescription Provided and installed building telecom cabling system and outside plant telecommunications. Client Shaw Air Force Base, SC Conttact Dave Uhlenhake, PM / Walsh Federal Construction, LLC Phone Number 803-666-2003 Email duhlenhake@walshgroup.com Address Medical Clinic Replacement Completion March 2019 Contract Amt Original: $1,401,342 / Completed: $1,401,342 Project Description Provided and installed building telecom cabling system, community antenna television system, audio visual systems, and electronic security systems and outside plant telecom. Client City of Gainesville, GA Contact Roy Snyder and Tom Hunt Phone Number 770-826-0483 Email rsnyder@gainesville.org and thunt@gainesville.org Address 300 Henry Ward Way, Gainesville, GA 30501 Completion Completed over several projects. 2016-2018 Contract Amt Original: $3 million / Completed: $3 million Project Description NetPlanner connected more than 25 buildings for the City of Gainesville by installing a fiber ring, including more than 40 miles of fiber optic cable throughout the City. 20 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 14 ATTACHMENT A: PRICING DESCRIPTION PRICE MATERIALS $ Labor and PP bond $4,538.00 $ TOTAL FOR INSTALLED PROJECT $307,070.14 BASE BID 155,124.26 147,407.88 302,532.14 21 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 ATTACHMENT A: PRICING – REVISED DESCRIPTION PRICE Total Cost of Original three 3 addresses and Campus Wide Fiber Project (price required) $ 307,070.14 Total Cost of Original three 3 addresses, Campus Wide Fiber Project, and Alternate Project A (price not required) $ End of Addendum 1. ALTERNATE PROJECT A ONLY 302,532.14 151,150.32 22 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 15 ATTACHMENT B: CERTIFICATION OF FINANCIAL CONDITION Name of Vendor: _______________________________________________________________ The undersigned hereby certifies that: [check all applicable boxes] The Vendor is in sound financial condition and, if applicable, has received an unqualified audit opinion for the latest audit of its financial statements. Date of latest audit: __________________________ The Vendor has no outstanding liabilities, including tax and judgment liens, to the Internal Revenue Service or any other government entity. The Vendor is current in all amounts due for payments of federal and state taxes and required employment-related contributions and withholdings. The Vendor is not the subject of any current litigation or findings of noncompliance under federal or state law. The Vendor has not been the subject of any past or current litigation, findings in any past litigation, or findings of noncompliance under federal or state law that may impact in any way its ability to fulfill the requirements of this Contract. He or she is authorized to make the foregoing statements on behalf of the Vendor. Note: This is a continuing certification and Vendor shall notify the Contract Lead within 15 days of any material change to any of the representations made herein. If any one or more of the foregoing boxes is NOT checked, Vendor shall explain the reason in the space below: ______________________________________________________________________________ Signature Date ______________________________________________________________________________ Printed Name Title [This Certification must be signed by an individual authorized to speak for the Vendor] NetPlanner Systems, Inc. not applicable December 17, 2020 Mike Dycus, RCDD Vice President ✔ ✔ ✔ ✔ ✔ ✔ 23 January 6, 2021 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 24 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 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-MAIL ADDRESS: 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 ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR 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 25 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 26 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 The information in this document is proprietary & confidential. OOur Partners 27 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Finance Services Department – Purchasing Division Bid Addendum #1: Important Updates and Answer to Questions November 18, 2020 ORANGE COUNTY RFP No 367-OC 5301 OUTSIDE PLANT FIBER OPTIC INFRASTRUCTURE - 2020 Site to Site Connections 131 W. Margaret Lane, Hillsborough, NC 27278, 1200 US-70 W, Hillsborough NC 27278 300 W. Tryon Street, Hillsborough, NC 27278 Campus Wide Fiber and Alternate A Mandatory Pre-bid Meeting Date: November 13, 2020 Companies in attendance of Virtual Mandatory Pre-bid meeting: 1. Abacus Federal Services 2. ACP Fiber Services 3. Advanced Communications 4. Apex Group 5. B&L 6. Bicsi RTPM 7. C2 Contractors LLC 8. Cape Fear Utilities, LLC 9. Carroll Communications 10. Encore Technology Group 11. Globe Communications 12. Hyper Networks Inc. 13. Intellicom 14. ITS-NC Communications 15. JBL Communications, LLC 16. Lamberts Cable Splicing 17. NetPlanner Systems, Inc. 18. Precision Contracting Services 19. River Street Networks 20. Summit Design & Engineering 21. Surveying and Mapping LLC 22. WB Brawley Attachment 2 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Companies that are not listed above will not be able to bid. Please see the following questions and responses below. 1. Toward the end of the call, two additional buildings were identified to be connected to the jail building with fiber. What will the fiber count be for those, and will this be single mode or multimode fiber? Is it to be included in this bid? Northrup: A. To be clear, there are three buildings to be connected in the original RFP . All are in Hillsborough, NC. a. 131 W. Margaret Lane - no drawings provided b. 1200 US-70 W i. our new detention building on our North Campus 1. See Moseley Architects OC Detention Center E1.0 Site Plan for conduit path from DOT right of way to detention center. 2. OC Northern Campus Site Keynotes drawings with red line for approximate as build conduit path) 3. Moseley Architects A2.1 FLOOR PLAN - AREA 'A' ii. 300 W. Tryon St. - no drawings provided Orange County RFP No 367-OC 5301 has been modified to expand the overall scoping to include Campus Wide Fiber Project. B. Campus Wide Fiber will include fiber to expand beyond the detention building on the same campus, i.e., North Campus. (see Moseley Architects OC Detention Center E1.0 Site Plan for building locations conduit paths) a. EAC Building – see EAC-E101_ FIRST FLOOR PLAN - POWER & TELECOMM Rev.0 markup.pdf b. POB Building – see POB-E101_ FIRST FLOOR PLAN - POWER & TELECOMM Rev.0.pdf) Orange County RFP No 367-OC 5301 has been modified to include as an option to bid for the Alternate A Project. C. Alternate A to include the following addresses: a. 127 N Churton Street Hillsborough, NC 27278 b. 101 E Orange Street Hillsborough, NC 27278 c. 105 E Corbin Street Hillsborough, NC 27278. Alternate A includes Town of Hillsborough properties DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 2. Just to be clear on the 144 count fiber, it is my understanding that we will be terminating 12 or 24 of the strands on each end into a patch panel, as indicated. The remaining strands would be only tested, correct? This seemed unclear on the call, as it was mentioned to terminate and test all, but only use rack space for those 12 or 24. Northrup: 144 strands between 131 W. Margaret Lane and 1200 US -70 W. A. All strands tested B. Patch panels of the LC variety. C. 131 W. Margaret to have 24 port patch panel with dedicated strands showing up in a patch panel at 1200 US-70 W. D. 131 W. Margaret to have 12 port patch panel with dedicated strands showing up in a patch panel at 300 W. Tryon E. 1200 US-70 to have 12 port patch panel with dedicated strands showing up at a patch panel at 300 W. Tryon By my count that is 36 dedicated strands of the 144 strand bundle. Thereby leaving 108 strands tested yet dark. See Campus Wide Fiber and three original addresses project and Alternate A for additional strand information. Original and Campus Wide Fiber Project. North Campus Fiber Runs Buildings DET to POB 12 strands - 6 single mode and 6 multi-mode patched at each location. Buildings DET to EAC 12 strands - 6 single mode and 6 multi-mode at each location. Alternate A Project. 131 W. Margaret Lane to Town of Hillsborough Addresses. 131 W. Margaret to 127 N Churton Street - 12 strands single mode patched at each location. 127 N Churton Street to 101 E Orange Street - 12 strands single mode patched at each location. 101 E Orange Street to 105 Corbin Street - 12 strands single mode patched at each location. 3. There were several conduits mentioned during this call so I was hoping you could include mapping showing the locations of these conduits as to where they are, what size they are, and how long each conduit section is. Northrup: See Item 1. 4. I would also like to ask for a scheduled site visit where the engineers from RiverStre et Networks can ride this entire route and visit each location with someone familiar with this project. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Northrup: Contact Jim Northrup @ jnorthrup@orangecountync.gov, 919-245-2276(o) or 252-305-6678(c) 5. If we chose to go aerial for part or all of the route, who will be responsible for the permitting and associated fees for that? Northrup: Successful Bidder 6. Will you be pulling the permits for the DOT sections and providing local jurisdiction permits along the route? Northrup: Orange County will facilitate DOT and local jurisdiction permitting, but the successful bidder is responsible for all permits. 7. Will the map from today’s meeting of the sewer line be provided? Northrup: Yes. See Hazen and Sawyer – Drawings –Job Number 3600 8. Will an interior design for the buildings we are starting at or terminating in be provided? Northrup: See item 1. Beyond that estimations or site visits may be necessary. 9. Are we able to do a site survey of the buildings we are entering? Northrup: Yes. See Item 4 for access information. 10. What are testing specs of the fiber cable? OTDR, iOLM, SOR, Power Meter? Northrup: Bidder to provide. 11. What are allowable work hours for the project on working days? Ardnt: 7 AM to 5 PM extended hours can be negotiated. 12. Will the sewer main remain empty in the future for all time? Christopher Sandt: Yes, it is abandoned in perpetuity in terms of usage as a sewer force main. The abandoned/cleaned/disinfected force main is a 10-inch PVC 13. So has the encroachment permit been secured from NCDOT for the section along US 70? Christopher Sandt: I believe our existing encroachment agreement for the force main remains in place and is in good standing, NCDOT is aware that Orange County has DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 long-term goals of potentially using the 10-inch PVC as a future fiber optic conduit. I will confirm status as we move forward. I was referring to the section from New Hill Ave to the jail site. Permits may take longer than your contract time. 14. Will the maps for the sewer line be provided an Addendum? Northrup: See Item 7. 15. Do you have any specific requirements on the fiber? Northrup: Other than what it is in the RFP and the addenda, no. 16. Will you outline all of these fiber placement details in the addendum? Just trying to figure out how we can try to build a bill of materials for the quoting. Northrup: Other than the drawings provided and any site visit requests, no. Vendors are requested to provide a total cost for each project. We have eliminated the requirement to provide materials and labor. 17. Did you say the jail at 1200 US-70 is a new build? Northrup: Yes. 18. Will this meeting recording be available and shareable? No, it will not. We will be posting an addendum with the answers to all questions received during the Pre-bid meeting. Also, vendors have an additional opportunity to submit questions by November 20, 2020. 19. Are you looking to access other spare strands of the 144 fiber cable later to branch off to other buildings at a later date? Anywhere along the 144 route? I would think direct bury would not be the way to go and have it in conduit and handholes to access and splice into the 144. Northrup: There are no specific plans other than what is stated. 20. In the downtown area, are there any existing communications conduits or duct banks running around town or near the 2 address locations to maybe head towards the sewer main available to use? DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Northrup: Not to my knowledge. 21. Just confirm if the County does or does not have a joint -use pole attachment agreement with Duke Power. Northrup: Correct. 22. Since there is freedom to choose either underground or aerial route, or a combination, in order to help our decision, what capabilities are in place for Orange County to maintain the outdoor fiber runs? Northrup: Currently, Orange County contracts out any fiber maintenance and repair work and budgets according to historical spending patterns and size of outside plant. 23. Related, on page 12, the RFP states for warranty that the “structured cable system shall have a registered 15 year minimum manufacturer’s warranty.” Is this intended to be a transfer of the product warranty only, or is the intent to warrant all workmanship on the entire system for 15 years as well, including non -product items? Northrup: Product warranty. 24. Can there be some clarification as to what the fiber is to be terminated into and what type connectors are to be used? Will it be County provided racks, vendor supplied racks, existing patch panels, etc.? Northrup. See previous items, e.g., Item 1 states LC connectors at all patch panels 25. Please re-confirm that there are no NCDOT encroachment permits, nor any pole attachment permits already secured for this project. Northrup: confirmed. 26. Please clarify the statement in 5.1 on p. 11, where it states the use of a 144 pair fiber cable. A 144 pair cable would be 288 fibers, but fiber is generally not called out in pairs. Northrup: Correction, not 144 pairs. 144 strands. 27. Can you clarify the role somewhat of the “Engineer of Record”, where this person is to ensure integrity of the design and ensure materials and equ ipment meet the design criteria? Orange County decided to pursue the IT RFP option for this project. Yes, the engineer of record is responsible to ensure integrity of the project. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 2.6 PROPOSAL CONTENTS- Revised Vendors shall populate all attachments of this RFP that require the Vendor to provide information. Vendor RFP responses shall include the following items and those attachments should be arranged in the following order: a) Cover letter: Identify Project Manager - name and email b) Title Page: Include the company name and Federal ID number or Social Security number c) Vendor information: o Company/Firm name o Physical address and mailing address o Email address & name of primary contact at each company/firm o Main telephone number and direct telephone number for contacts o Organizational Structure: a brief description of the ownership structure of the Organization. Vendors must identify what type of business it is, where it is organized (what state) and where the principal office is located. o Number of years in business for each company/firm. d) Regarding litigation with owners, subcontractors, and other construction -related entities, list any active or pending litigation and explain. List, and briefly describe any and all legal actions for the past three years in which respondent has been a debtor in bankruptcy, a defendant in a lawsuit for deficient performance under a contract or agreement; a respondent in an administrative action for deficient performance, or a defendant in a criminal action. Failure to fully comply with is item will be grounds for elimination from the competition. e) Has the firm ever failed to complete any work awarded to it or has it been removed from any project awarded to the vendor? Explain. f) A written narrative response to address: Project Organization-Original three (3) addresses and Campus Wide Fiber Project Project Organization-Alternate A Project - optional g) A written narrative response to address Project Timeline and Methodology Project Organization-Original three (3) addresses and Campus Wide Fiber Project Project Organization-Alternate A Project- optional h) Vendor Experience: Give three (3) references to which your team has provided services of a nature and quality similar to those required herein. This reference information should include a short paragraph describing the service(s) provided, together with the following: o The name of the organization to which the services were provided o Project location o Dates during which services were performed o Thorough description of project DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 o Cost description (this description, at a minimum, must include: Original project budget; Final project cost; and why there exists a difference in the original and final costs, if any). o The contact name, telephone number, and email address. i) Total cost for the project. Completed version of Attachment A: PRICING- Revised j) Completed and signed version of Attachment B: Certification of Financial Condition l) Insurance Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Worker’s Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php .) If County’s Risk Manager determines additional insurance coverage is re quired such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Vendor shall not commence work until such insurance is in effect and certification thereof has been received by the County’s Risk Manager. i) Acknowledgement of receipt of any addenda. Completed version of Attachment C j) Completed and notarized E-verify form Orange County shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP. 3.4 EVALUATION CRITERIA REVISED All qualified proposals will be evaluated and award made based on considering the following criteria, to result in an award most advantageous to Orange County: Criteria Maximum Point Value 1. Vendor experience as it relates to the scope of work of the RFP 40 2. Total cost of each project 30 3. Project Timeline and Methodology 20 4. Project Organization 10 Total 100 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 ATTACHMENT A: PRICING – REVISED DESCRIPTION PRICE Total Cost of Original three 3 addresses and Campus Wide Fiber Project (price required) $ Total Cost of Original three 3 addresses, Campus Wide Fiber Project, and Alternate Project A (price not required) $ End of Addendum 1. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 NAME REPRESENTING PHONE EMAIL ADDRESS Jim Northrup OC Chief Information Officer 919-245-2276 jnorthrup@orangecountync.gov Craig Benedict OC Planning and Inspections Director cbenedict@orangecountync.gov Steven Arndt OC Asset Management Services Director sarndt@orangecountync.gov Christopher Sandt OC Staff Engineer csandt@orangecountync.gov Craig Bowden Carroll Communications 405-808-6039 craigb@carrollcommunications.guru Andrew Rakestraw NetPlanner Systems, Inc.919-290-8011 andrew.rakestraw@netplanner.com Ryan and Kelly Zakany Hyper Networks Inc.919-675-0755 kzakany@hypernetworksinc.com Davy Chandler lamberts Cable Splicing 910-984-8476 davy.chandler@lambertcable.com Jody Souther River Street Networks 336-973-6128 jodysouther@myriverstreet.net Reid McCumber ACP Fiber Services 980-244-0089 b.mccumber@goacp.com Michael Cogswell Bicsi RTPM 910-323-0331 mcogswell@pcsfiber.com Randy Jones Cape Fear Utilities, LLC 803-223-5979 rjones@capefearonline.com Daniel Powell B&L 828-324-4611 dpowell@bltel.com Edward Sirgany Summit Design & Engineering 919-732-3883 ed.sirgany@summitde.net Ed Browning C2 Contractors LLC ed@c2contractorsllc.com Frank Del Col JBL Communications, LLC 734-634-7257 frank.delcol@v1fiber.com Megan Purdy Abacus Federal Services 510-326-5764 mpurdy@abacusfederalservices.com James Smith Summit Design & Engineering james.smith@sumitde.net Drew Arras WB Brawley darras@wbbrawley.com Jason Ezzell WB Brawley jezzell@wbbrawley.com Kevin Yarbrough WB Brawley 314-920-8959 kyarbrough@wbbrawley.com Bid Due Date: December 18, 2020 at 3:00 pm RFP No 367-OC 5301: Outside Plant Fiber Optic Infraestructure Mandatory Pre-bid meeting sign in sheet: November 13, 2020 at 10:00 am DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Jody Baldwing WB Brawley jbaldwing@wbbrawley.com Roland Morton Apex Group 225-454-7114 rmorton@agexgrp.us John Crites Advanced Communications 314-406-9280 john@mocabling.com Adam Crites Advanced Communications adam@mocabling.com Tiffany Huddleston Encore Technology Group 252-314-2472 thuddleston@encoretg.com Scott Williford Surveying and mapping LLC 919-878-7466 scott.williford@sam.biz Jim Murden ITS-NC Communications 919-518-2263 Michael Precision contracting services Zack Church Riverstreet Networks 336-973-7100 zackchurch@myriverstreet.net Chris Cole Globe Communications Walter Rhinehart JBL Communications, LLC Mike Bullock Intellicom mike@intellicomusa.com Purchasing Agent: Jovana Amaro Date: 11/13/2020 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 +/- 3-MILE LONG SECTION OF FORCE MAIN TO BE FLUSHED DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 APPROXIMATE TAP LOCATION DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 FM IS HUNG ON THE INSIDE OF THE SOUTHERN BRIDGE BEAM, SEE PLAN SHEET 10 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 FM IS UNDER THE ENO RIVER! DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 ARV IS LIKELY BURIED UNDER EXISTING GRAVEL DRIVEWAY LOCATED HERE FLOW METER, HILLSBOROUGH WILL USE THIS METER FOR CHARGING ORANGE COUNTY FOR SEWAGE TREATMENT DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 SEWER FLUSHING DISCHARGE MANHOLE DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 FORCE MAIN IS HUNG ON THE INSIDE OF OUTER BEAM, THAT'S WHY WE COULDN'T SEE IT IN THE FIELD ON 08/06/2020 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 YHDYH DYHD YHDSHOPOFFICE2STOR.OFFICE 1SHOWERWOMENMENPARKSWORKROOMCUST.LOBBYCOVEREDSTORAGEMECH.ELEC.PALETTE RACKSLANDSCAPEEQUIPMENTWOOD SHOPSTREETSIGNSAPPROX. 60,000 SFFFE=637.00GREASE2 5 ' S I D E S E T B A C K 2 5 ' S I D E S E T B A C K25' FRONT SETBACK25' SIDE SETBACKREF.REF.REF.REF.MAIN CORRIDORCOOPERATIVEEXTENSIONDEAPR SUPPORT SERVICES, NATURALAND CULTURAL RESOURCESOFFICE 6OFFICE 5OFFICE 4OFFICE 2OFFICE 7DIRECTOR'SOFFICE 1OFFICE 3MEETINGROOMSTORAGEPLANT LABOFFICE 10RANGER 1FOREST SERVICEDIRECTOR'SOFFICE 1OFFICE 2OFFICE 3DIRECTOR'SOFFICE 5OFFICE 4FARM SERVICEAGENCYOFFICE 5OFFICE 4OFFICE 3DIRECTOR'SOFFICE 2LOBBYDEMOKITCHENSTORAGEOFFICE 2OFFICE 4OFFICE 1SUPER'S.OFFICE 6SERVER(COUNTY)OFFICE 6OFFICE 7OFFICE 8DEAPR / NRCSSOIL & WATERPRINT/COPYSERVER(FEDERAL)OFFICE 1VEST.OFFICE 8(SHARED)OFFICE 9OFFICE 11/EAC REC.PRINT/PLOTOFFICE 5MAPSMEETING ROOMSECUREFILESOFFICE 3STOR.12RECEIVING1SPRINKLER RISER./ELEC.STOR.BOARD ROOMFOOD LABDEMO/ KITCH.STORAGEMEETING ROOMSTORAGE31122RECEIVINGMEN'SRESTROOMWOMEN'SRESTROOMFAMILYRESTROOMMEETINGROOMMECH/ELEC.CUST.MOTHER'SLOUNGESTOR.RES. LIB.LOBBYCENTRAL COPY/BREAKROOMEQUIP.STOR.VEST.PARKSOPERATIONSBASEENVIRONMENTAL ANDAGRICULTURALCENTERDETENTION CENTERWG R A V E L D R I V E G R A V E L D R I V E15" HDPEINV.IN=643.6INV.OUT=643.515" RCPINV. IN=641.3INV. OUT=641.015" CMPINV. IN=636.5INV. OUT=636.012'EVEVELEC. SAG=20.6'ELEC. SAG=20.3'WMG R A V E L D R I V E PPLPLPPPPPPPPPPPPPPPUS HWY 70 WEST100' PUBLIC RWEX. 6" PVC WATERLINE (SURVEYED)EVEVUPEAPPROXIMATE LOCATION OF EXISTING UTILITY POLES4-4" TO UTILITY POLE4-4" TO AG BLDG. FIELD COORDINATE TERMINATION POINT 4-4" TO MAINT. BLDG. FIELD COORDINATE TERMINATION POINT2-2" SLEEVE UNDER HARDSCAPING FOR SITE LIGHTING2-2" SLEEVE UNDER HARDSCAPING FOR SITE LIGHTING2-2" SLEEVE UNDER HARDSCAPING FOR SITE LIGHTINGPOWER FOR EV CHARGING30LA1-55,57112-2" SLEEVE UNDER HARDSCAPING FOR SITE LIGHTINGLDP-43,45,47SITEGRINDER30P1HA-17P1HA-17P1HA-17FC-01REPRESENTED BYnGENERAL NOTESAPPLIES TO DRAWINGS E1.0SITE KEYNOTES1. PROVIDE ONE FIBER OPTIC CABLE FOR FIRE ALARM NETWORK. REFER TO DETAIL ON E4.1.A. REFER TO CIVIL DRAWINGS FOR UTILITY POWER CONDUIT AND ROUTING .THE BOTTOM OFCONCRETE SHALLBE BELOW THEFROST LINE, VERIFYPROVIDEGLARE SHIELDAIM FIXTURE TOILLUMINATE FLAGSUPPORT WITH INTEGRALJUNCTION BOX FURNISHEDWITH FIXTURE, CAST INPLACE IN CONCRETE BASE.3000 PSI CONC BASE 2" AFGW/1" CHAMFER. SLOPE TOP 1/16 " FROM CENTER3/4" CONDUIT12" ROUND CONCRETEBASE, DEPTH AS INDICATEDFINISHED GRADE18" BFGSEALLIAJ.CARY024242W ILJMR.,CAROLIN AHTRO NPROFESSIONA L ENGINEER7/10/19MOSELEYARCHITECTS.COMPROJECT NO:DATE:PHONE (704) 540-3755 FAX (704) 540-37546210 ARDREY KELL ROAD •THE HUB AT WAVERLY, SUITE 425 •CHARLOTTE, NC 282779/26/2019 11:09:57 AMSITE PLANORANGE COUNTYORANGE COUNTY NORTHERN CAMPUSDETENTION CENTERHILLSBOROUGH, NORTH CAROLINAE1.0DHSR PROJECT NO.550352JULY 10, 20191" = 40'-0"ELECTRICAL SITE PLAN0'40'20'80'1" = 40'-0"REVISIONSDATEDESCRIPTION08/06/19MA-AD 0209/26/19FC-01NO SCALEFLAG LIGHT DETAILFC-01DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 FECFECUPWDFECFECFECFECFECFECLAUNDRYAA77NURSEAA88ELECTRICALAA69MECHANICALAA68STORAGEAA70TOILETAA48INTAKE SALLYPORTAA49SOBRIETYTESTINGAA47NEGATIVEPRESSUREHOLDINGAA50HOLDINGAA51OBSERVATIONHOLDINGAA52OBSERVATIONHOLDINGAA53HOLDINGAA54HOLDINGAA55HOLDINGAA56GROUPHOLDINGAA57JANITORAA59STAFF BREAKROOMAA63JANITORAA58DRY STORAGEAA65STAFF TOILETAA67KITCHENOFFICEAA64BOOKINGAA60PROPERTYSTORAGEAA44STAFF TOILETAA46RECORDSAA45SALLYPORTAA37VESTIBULEAA01MAGISTRATEPUBLIC LOBBYAA02PUBLIC LOBBYAA03RECEPTION/ADMINISTRATIONAA07VIDEOVISITATIONAA06CONFERENCE /VIDEOARRAIGNMENTAA18INMATEAA20CHANGE OUTAA40ISSUEAA43CHANGE INAA42MEN'S TOILETSAA14WOMEN'STOILETSAA15LOADINGAA71PUBLICWOMEN'STOILETAA05PUBLIC MEN'STOILETAA04SHOWERAA14.2SHOWERAA15.2KITCHENAA74VEHICLESALLYPORTVS01CORRIDORAA61TOILET/SHOWERAA92CORRIDORAA13SALLY PORTAA76SHIFTSUPERVISORAA11MAJOR OFFICEAA10LT. 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REFER TO A1.0 FOR ADDITIONAL LOCATIONS.7 BOLLARD - REFER TO 4/A1.18 ROOF ACCESS LADDER9 CUBICLE CURTAINS10 INMATE PHONE LOCATION (NIC)11 TV BRACKET LOCATION 12 KIOSK (NIC)1314 CORNER GUARD15 EVIDENCE LOCKERS16 15"x15" DOUBLE TIER LOCKERS17 HOSE REEL18 GENERATOR AND CONCRETE PAD - REFER TO S3.0.2 FOR EQUIPMENT PAD DETAILS19 TRANSFORMER AND CONCRETE PAD - REFER TO S3.0.2 FOR EQUIPMENT PAD DETAILS20 OVERHEAD COILING COUNTER SHUTTER21 GUARDRAIL. 1-1/4" HORIZONTAL STL PIPE @ 21" AND 42" WITH 1-1/4" VERTICAL SUPPORTS @ 4'-0" MAX O.C. EMBEDDED 12" IN CONCRETE SITE WALL, FULL LENGTH. kKEY PLANABMOSELEYARCHITECTS.COMPROJECT NO:DATE:6210 ARDREY KELL ROAD • THE HUB AT WAVERLY, SUITE 425 • CHARLOTTE, NC 28277PHONE (704) 540-3755 FAX (704) 540-3754FLOOR PLAN -AREA 'A'ORANGE COUNTYORANGE COUNTY NORTHERN CAMPUSDETENTION CENTERHILLSBOROUGH, NORTH CAROLINAA2.1DHSR PROJECT NO.550352JULY 10, 20191/8" = 1'-0"cillo=mi^k=J ^ob^=D^DREVISIONSDATE DESCRIPTION7/15/2020 FC-0187/28/2020 FC-019DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 For floor box layout dimensions, see RFI HH-11. RFI HH-11 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1 Finance Services Department – Purchasing Division Bid Addendum #2: Answer to Questions November 30, 2020 ORANGE COUNTY RFP No 367-OC 5301 OUTSIDE PLANT FIBER OPTIC INFRASTRUCTURE - 2020 Site to Site Connections 131 W. Margaret Lane, Hillsborough, NC 27278, 1200 US-70 W, Hillsborough NC 27278 300 W. Tryon Street, Hillsborough, NC 27278 Campus Wide Fiber and Alternate A Please see the following questions and responses below. 1) General question – is there a budget for this project? Yes. This project will be funded from existing funds earmarked for fiber expansion. 2) On the addendum the “Proposal Contents – Revised” is shown as 2.6, but on the original posting, it was 2.7. Is this just a typo, or was section 2.6 eliminated? It is a typo. Section 2.6 has not been eliminated. 3) For the Proposal submittal in section 2.6, for “office delivery”, will the County receive hand delivery by a vendor/firm at the 405 Meadowlands office listed, or does that delivery method need to be made by a carrier such as DHL, FedEx, etc.? It is preferable that vendors use the proposal submittal methods listed on page 5. However, vendors will have the option to hand deliver their proposals on December 18, 2020 from 12:00 pm until 3:00 pm at 405 Meadowlands Drive, Hillsborough, NC 27278. 4) On page 6, but in general since this is a hard copy submittal, are the signatures required on documents for this proposal all to be “wet” signatures, or will electronic signatures be acceptable? Both electronic and “wet” signatures will be acceptable for Attachment B: Certification of Financial Condition and Attachment C: Addendum Acknowledgement. However, the E- verify form shall be completed and notarized. Attachement 3 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 2 5) On page 6, section e, the last sentence discusses multiple vendors proposed on one team. If there is more than one vendor on a team, do all vendors complete ALL forms (Attachment B, C, and e-Verify), as well as the information requested in the Vendor information, section C of the proposal contents, or do you need the information from the prime vendor? Only the prime vendor identified on page 2 is required to complete and sign Attachment B: Certification of Financial Condition, Attachment C: Addendum Acknowledgement, and turn in a completed and notarized E-verify form. Regarding section C – Vendor information, if there are other firms proposed as part of your team, provide their information as well. 6) Section 2.6 Revised – for section (d), if the proposer is more than one vendor, does the response to this section need to cover any litigation for ALL vendors on the team, or just the prime vendor? The response to Proposal Contents Section (d) shall cover any litigation for all vendors identified on the team. 7) Section 2.6 Revised – can you clarify what is meant by sections (f) and (g) – they both request a response to the same two options, the base project and the alternate, but specifically (f) does not really indicate what the response is for, while (g) is clear it concerns methodology and timeline. f) A written narrative response to address: Project Organization-Original three (3) addresses and Campus Wide Fiber Project Project Organization-Alternate A Project - optional Section (f) has been replaced for f) A written narrative response to address Project Organization in general g) A written narrative response to address Project Timeline and Methodology Project Organization-Original three (3) addresses and Campus Wide Fiber Project Project Organization-Alternate A Project- optional Section (g) has been replaced for g) A written narrative response to address Project Timeline and Methodology in general 8) Section 2.6 – Revised – for section (l) insurance, it indicates that no work shall commence until the insurance forms has been received by Risk Manager. This section implies that the insurance forms are a part of the submittal documents, so when are insurance forms required to be submitted, for the RFP submittal, or after selection/award? Certificate of insurance is required to be submitted with the bid response. However, if County’s Risk Manager determines additional insurance coverage is required, such additional insurance shall be obtained prior commencing work. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 3 9) Same section, can you clarify what type of information is required in the response for “Project Organization”? Elaborate on your team organization identifying the roles and responsibilities of all team members including an identification of the project manager, key personnel that will be working on the project, and the role of any proposed firms that will be part of your team. 10) Under Section 5.1, the specification calls for single mode fiber optic (SMFO) cable to have yellow jacket. Early indications from Corning on the Altos cable called out in the spec are 32 weeks lead time for the standard outdoor cable, which has black jacketing, they will not commit a lead time to custom orders. Will standard jacket color be acceptable on the SMFO cable, as long as the performance spec is met? Standard jacket color will be acceptable. 11) Same section 5.1, with the multi-mode fiber (MMFO) cable proposed to be added for the Campus wide cabling, will there be any spec details provided for the MMFO cable, and will the jacket color also be specified as other than black? No. 12) In regards to the building terminations, does or will Orange County have in place the racks and termination panels for each locations to terminate the fiber in? Standard two post racks with vertical and horizontal wire management will be provided. Patch panels will be provided and spec’d by the bidder. 13) Can the County provide any other details on the building entry points for each location, such as where on the building, and whether the entry point is aerial or underground? 1200 US HWY 70 - (see Addendum 1) 300 W. Tryon – Any entry point into that facility would be new, i.e., included in this proposal. 131 W. Margaret Lane - Any entry point into that facility would be new, i.e., included in this proposal. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 4 14) Can the County provide a rough sketch of each building for fiber termination that indicates the entry point from outside, the telecom/IT room location, and approximate pathway to the room? Sketches provided below DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 5 15) If these details are not available, will proposers be allowed to make site visits after the deadline for questions passes on Nov 20? Yes, site visits are permitted anytime up to the submittal date. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 6 2.7 PROPOSAL CONTENTS-Revised on November 30, 2020 Vendors shall populate all attachments of this RFP that require the Vendor to provide information. Vendor RFP responses shall include the following items and those attachments should be arranged in the following order: a) Cover letter: Identify Project Manager - name and email b) Title Page: Include the company name and Federal ID number or Social Security number c) Vendor information: (Submit the information for all the vendors identified on the team) o Company/Firm name o Physical address and mailing address o Email address & name of primary contact at each company/firm o Main telephone number and direct telephone number for contacts o Organizational Structure: a brief description of the ownership structure of the Organization. Vendors must identify what type of business it is, where it is organized (what state) and where the principal office is located. o Number of years in business for each company/firm. d) Regarding litigation with owners, subcontractors, and other construction-related entities, list any active or pending litigation and explain. List, and briefly describe any and all legal actions for the past three years in which respondent has been a debtor in bankruptcy, a defendant in a lawsuit for deficient performance under a contract or agreement; a respondent in an administrative action for deficient performance, or a defendant in a criminal action. Failure to fully comply with is item will be grounds for elimination from the competition. (Submit the information for all the vendors identified on the team) e) Has the firm ever failed to complete any work awarded to it or has it been removed from any project awarded to the vendor? Explain. (Submit the information for the prime vendor only) f) A written narrative response to address the Project Organization in general g) A written narrative response to address Project Timeline and Methodology in general h) Vendor Experience: Give three (3) references to which your team has provided services of a nature and quality similar to those required herein. This reference information should include a short paragraph describing the service(s) provided, together with the following: (Submit vendor experience for the prime vendor only) o The name of the organization to which the services were provided o Project location o Dates during which services were performed o Thorough description of project o Cost description (this description, at a minimum, must include: Original project budget; Final project cost; and why there exists a difference in the original and final costs, if any). o The contact name, telephone number, and email address. i) Total cost for the project. Completed version of Attachment A: PRICING-Revised (Attachment included in Addendum 1) j) Completed and signed version of Attachment B: Certification of Financial Condition (By prime vendor only) DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 7 k) Insurance Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Worker’s Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Vendor shall not commence work until such insurance is in effect and certification thereof has been received by the County’s Risk Manager. Include Certificate of Insurance with your bid response. l) Acknowledgement of receipt of any addenda. Completed version of Attachment C. m) Completed and notarized E-verify form (Prime vendor only) End of Addendum 2. DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1 Finance Services Department – Purchasing Division Bid Addendum #3: Updates and Important Reminders December 9, 2020 ORANGE COUNTY RFP No 367-OC 5301 OUTSIDE PLANT FIBER OPTIC INFRASTRUCTURE - 2020 Site to Site Connections 131 W. Margaret Lane, Hillsborough, NC 27278, 1200 US-70 W, Hillsborough NC 27278 300 W. Tryon Street, Hillsborough, NC 27278 Campus Wide Fiber and Alternate A Please see updates based on a site visit conducted by Jim Northrup, Orange County Chief Information Officer, with a potential bidder on December 3, 2020. Potential fiber paths along 131 W. Margaret Lane and 300 W. Tryon Street: The IT and the Facilities department came to the conclusion that there are 2” – 4” conduits partially occupied in a handhold marked CATV along to the east side of Margaret Lane-West Campus entrance. For example, the NE corner of the property. These conduits enter the West Campus Office Building below grade on the east wall into and above the ceiling area of Floor 0 where there are pull boxes and continue from said pull boxes on to the 3rd floor Data Center. Important Reminders: Sealed proposals will be received until 3:00 pm on December 18, 2020 in the office of Orange County Financial/Administrative Services, 405 Meadowlands Drive, Hillsborough, NC 27278, Attn: Jovana Amaro, Purchasing Agent. Please be aware that there is not a public bid opening scheduled for this solicitation. A bid tabulations file will be sent on December 22, 2020 to all the firms that participated in the mandatory pre-submittal virtual conference on November 13, 2020. Critical updated information may be included in Addenda to this RFP. It is important that all Vendors proposing on this RFP periodically check the State’s IPS website and Orange County’s website for any Addenda that may be issued prior to the bid opening date. All Vendors shall be deemed to have read and understood all information in this RFP and all Addenda thereto. All qualified proposals will be evaluated, and awards will be made to the Vendor(s) meeting the RFP requirements and achieving the highest and best final evaluation, based on the criteria described in the RFP. End of Addendum 3. Attachment 4DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 1 Finance Services Department – Purchasing Division Bid Addendum #4: Answer to question December 11, 2020 ORANGE COUNTY RFP No 367-OC 5301 OUTSIDE PLANT FIBER OPTIC INFRASTRUCTURE - 2020 Site to Site Connections 131 W. Margaret Lane, Hillsborough, NC 27278, 1200 US-70 W, Hillsborough NC 27278 300 W. Tryon Street, Hillsborough, NC 27278 Campus Wide Fiber and Alternate A Question: Instead of taking the 144F into each building, would it be acceptable to run a 48F from the data room to HH outside of buildings? This would give the required fibers in the building along with room for growth. Answer: Yes, it would be acceptable. End of Addendum 4. Attachment 5 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 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-MAIL ADDRESS: 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 ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR 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 25 Attachment 6DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 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 Attachment 7 DocuSign Envelope ID: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Revised 07/20 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: 78B556CA-C028-4315-8EF4-948059C1C6F0DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 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 5/19/2022 Sutter,McLellan &Gilbreath,Inc 1424 North Brown Road Suite 300 Lawrenceville GA 30043 Charlotte Boren 770-246-8300 678-802-3971 cboren@smginsurance.com Travelers Indemnity Co.25658 NETPSYS-01 Phoenix Insurance Co.25623NetPlannerSystems,Inc. 3145 Northwoods Parkway Suite 800 Norcross GA 30071 Travelers Prop Cas Co of Ameri 25674 Travelers Cas &Surety Co America 31194 Charter Oak Fire Ins.Co.25615 St.Paul Surplus Lines Ins.Co 1197414140 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X X X Y Y D-CO-1J389435-IND-21 12/31/2021 12/31/2022 2,000,000 B 1,000,000 X X X Y Y 8101L511122-21-26-G 12/31/2021 12/31/2022 C X X 10,000,000YCUP-1J452674-21-26 12/31/2021Y 12/31/2022 10,000,000 X 10,000 D X N Y UB-8J495959-21-26-G 12/31/2021 12/31/2022 1,000,000 1,000,000 1,000,000 E F D Leased/Rented Equipment Professional Liability Crime -Incl 3rd Party Y Y 6608725M595COF21 ZCO-41N389A 105695297 12/31/2021 12/31/2021 10/13/2021 12/31/2022 12/31/2022 10/13/2022 Deductible:$2,500 $10M Ea Act E&O /Agg Deductible:$25,000 150,000 10,000,000 2,000,000 2022 All Projects Orange County Government 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 1 of 37 TRAVELERS ECP CUSTOMSM GENERAL PROVISIONS FORM THIS FORM APPLIES TO EACH OF THE TRAVELERS ECP CUSTOMSM COVERAGE FORMS THAT ARE PART OF YOUR POLICY. ANY LIABILITY COVERAGE FORM THAT APPLIES ON A CLAIMS- MADE BASIS OR A CLAIMS-MADE AND REPORTED BASIS INCLUDES A NOTIFICATION TO THAT EFFECT. FOR LIABILITY COVERAGE, DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE, INCLUDING ANY ADDITIONAL DEFENSE EXPENSES LIMIT ADDED BY ENDORSEMENT, AND PAYMENT OF DEFENSE EXPENSES WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE. PLEASE READ THE ENTIRE FORM CAREFULLY. This form contains provisions that apply to each of "your ECP coverage forms". References to specific coverages in these provisions apply only to the extent that such coverage is included in "your ECP coverage forms". Various provisions in this form and "your ECP coverage forms" restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the "named insured". The words "we", "us" and "our" refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section IX - Definitions in this form and the Definitions Section in "your ECP coverage forms". SECTION I - COVERAGE 1. Defense a. We will have the right and duty to defend the "insured" against any "claim" for "loss" to which the insurance provided under any liability coverage in "your ECP coverage forms" applies. However, we will have no duty to defend the "insured" against any "claim" for "loss" to which such insurance does not apply. When the sum of all "loss" and "defense expenses" exceeds any applicable deductible, we will pay "defense expenses" to defend an "insured" against a "claim" for "loss" to which the insurance provided under any liability coverage in "your ECP coverage forms" applies. Payment of such "defense expenses" will reduce certain limits of insurance under "your ECP coverage forms", and our right and duty to defend an "insured" ends when we have used up the applicable limit of insurance in the payment of "loss" or "defense expenses", including any combination of such payments. b. We may, at our discretion, investigate any act, error or omission or "pollution conditions", and we may settle any "claim" against any "insured". If such "claim" is for "loss" to which any Contractors Professional Liability Coverage applies, we may settle that "claim" only with the "insured's" written consent. However, if we notify the "insured" that we are willing to pay the amount of a proposed settlement of such "claim" and the "insured" does not consent to that proposed settlement, we will not pay more than the amount of that proposed settlement for the combined total of the following for such "claim": (1) "Loss"; and (2) "Defense expenses" incurred after the "insured" refused to give us such consent. c. When we have a duty to defend an "insured" against a "claim", we will work with you to select the legal counsel for that defense that is acceptable to both you and us. However, if we are unable to agree with you on the selection of such counsel, we retain the right to appoint DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 2 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 such counsel, subject to applicable law. If the "insured" has the right to select the legal counsel for the defense under the applicable law and exercises such right: (1) The attorneys' fees and all other "defense expenses" we must pay to the "insured's" chosen counsel are limited to the rates we would actually pay to counsel that we retain in defense of similar claims in the location where the "claim" is being defended; (2) We may require that such counsel meet certain minimum qualifications with respect to competency, including experience in defending such claims, and meet certain minimum requirements with respect to such counsel's errors and omissions insurance; and (3) Upon request, that counsel will respond on a timely basis to our request for any and all information regarding the "claim". d. If we defend more than one "insured" against the same "claim" or "related" "claims", we have the right to require each such "insured" to be defended by the same legal counsel, unless the "insured" or such counsel establishes that a conflict of interest prevents such joint defense. e. We will have the right but not the duty to defend any "insured" with respect to: (1) Any "emergency response costs" to which the insurance provided under any of the following applies: (a) Emergency Response Costs in any Contractors Pollution Liability Coverage; or (b) Asbestos Emergency Response Costs in any Contractors Asbestos Pollution Liability Coverage; or (2) Any "on-site pollution clean-up costs" to which the insurance provided under On-Site Pollution Clean-Up Costs in any Site Pollution Liability Coverage applies, if there is no "claim" for such costs. Payment of such "defense expenses" will reduce certain limits of insurance under "your ECP coverage forms". f. We will have no other obligation or liability to pay sums or perform acts or services unless explicitly provided for under: (1) Paragraph 3., Right To Appeal A Judgement, below; or (2) Paragraph 3., Supplementary Payments, of SECTION I - CONTRACTORS PROFESSIONAL LIABILITY COVERAGE in any Contractors Professional Liability Coverage. 2. Exclusions Applying To All Coverages Provided Under Your ECP Coverage Forms The following exclusions apply to all of "your ECP coverage forms" and are in addition to any exclusions contained in each such coverage form. This insurance does not apply to: a. Asbestos (1) "Loss" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos. (2) Any loss, cost or expense arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to or assessing the effects of, asbestos, asbestos fibers or products containing asbestos, by any "insured" or by any other person or organization. For the purposes of any Contractors Asbestos Pollution Liability Coverage, this exclusion does not apply. For the purposes of any Contractors Professional Liability Coverage, this exclusion does not apply if the "loss" is not caused or contributed to by the hazardous properties of asbestos. For the purposes of any Non-Owned Disposal Site Pollution Legal Liability Coverage, this exclusion does not apply if the "asbestos pollution conditions" also are "contractor waste non-owned disposal site pollution conditions". b. Claims By Insureds Against Insureds Or By Related Persons Or Organizations "Loss" for which any "claim" is made by or on behalf of: (1) Any "insured" against any other "insured"; DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 3 of 37 (2) Any organization that any "insured": (a) Owns more than a 25% interest in; or (b) In whole or substantially: (i) Controls financially; or (ii) Manages or operates; (3) Any organization, other than a partnership, joint venture or limited liability company, that has a director or "executive officer" who: (a) Owns more than a 25% interest in any "named insured"; or (b) In whole or substantially: (i) Controls financially; or (ii) Manages or operates; any "named insured"; (4) Any organization that is a partnership, joint venture or limited liability company and that has a partner or member who: (a) Owns more than a 25% interest in any "named insured"; or (b) In whole or substantially: (i) Controls financially; or (ii) Manages or operates; any "named insured"; or (5) Any person who is: (a) An "employee", director, "executive officer", partner or member of any organization described in Paragraph (2), (3) or (4) above; or (b) The spouse, child, parent, brother or sister of an "employee", director, "executive officer", partner or member of any organization described in Paragraph (2), (3) or (4) above if the "claim" is made as a consequence of "loss", injury or damage sustained by that "employee", director, "executive officer", partner or member. This exclusion does not apply if the "claim" is made for any obligation to share "loss" with, or repay someone else who must pay "loss", as a consequence of "loss", injury or damage sustained by a person or organization other than an "insured", an organization described in Paragraph (2), (3) or (4) above or a person described in Paragraph (5) above. For the purposes of any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage, Paragraph (1) of this exclusion does not apply to any "claim" for "loss" that is made by or on behalf of any person or organization that is an "insured" under Paragraph e. of the definition of "insured". For the purposes of any Contractors Indemnity For Design Professional's Liability Coverage and any Contractors Indemnity For Subcontractor's Pollution Liability Coverage, Paragraphs (2), (3) and (4) of this exclusion do not apply. c. Contract Liability "Loss" for which the "insured" has assumed liability under any contract or agreement. This exclusion does not apply to "loss" for which the "insured" would have liability without the contract or agreement. For the purposes of any Contractors Professional Liability Coverage, this exclusion does not apply to the "tort liability" of another to pay "loss" that is sustained by others if you have assumed such liability under an "insured contract", but only if the "loss" is caused by an act, error or omission or that: (1) Results from the performance of, or failure to perform, "your contractor professional services" by you or on your behalf; and (2) Was committed subsequent to the execution of the "insured contract". For the purposes of any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage, this exclusion does not apply to the "tort liability" of another to pay "loss" that is sustained or incurred by others if you have assumed such liability under an "insured contract", but only if the "loss": (1) Results from "pollution conditions" that: DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 4 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 (a) Are caused, in whole or in part, by acts or omissions of any "named insured" or any of such "named insured's sub- contractors" in the performance of "covered operations" by or on behalf of any "named insured"; and (b) Commenced subsequent to the execution of the "insured contract"; and (2) Does not arise out of any "pollution conditions", or any incident, condition or other circumstance which could become "pollution conditions", that was known, or reasonably should have been known, by the person or organization you agreed to indemnify or by any of that organization's employees, and that was not previously disclosed to a "responsible person" prior to the execution of the "insured contract". d. Dishonest, Fraudulent, Knowingly Wrongful, Criminal Or Malicious Acts Or Omissions Or Intentional Non-Compliance "Loss" arising out of any: (1) Dishonest, fraudulent, knowingly wrongful, criminal or malicious act or omission; or (2) Intentional, knowing, willful or deliberate disregard of, or non- compliance with, any law, including any federal, state, provincial, tribal or local law, regulation or statute or any governmental, judicial or administrative order or directive; committed by or at the direction of: (1) Any "insured"; or (2) Anyone for whose acts any "insured" is legally responsible. This exclusion does not apply to any "insured" who did not: (1) Participate in committing, or direct the committing of, any such act, omission, disregard or non- compliance; or (2) Have knowledge of any such act, omission, disregard or non- compliance. e. Employers Liability "Loss" because of "bodily injury" to: (1) Any "employee" of the "insured", or its parent corporation, subsidiary or affiliate, arising out of and in the course of: (a) Employment by the "insured"; or (b) Performing duties related to the conduct of the "insured's" business, or its parent corporation, subsidiary or affiliate's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury", or as a consequence of the employment or performance of duties of that "employee", described in Paragraph (1) above. This exclusion applies whether the "insured" may be liable as an employer or in any other capacity and to any obligation to share such "loss" with or repay someone else who must pay such "loss". For the purposes of any Contractors Professional Liability Coverage, this exclusion does not apply to the "tort liability" of another to pay "loss" that is sustained by others if you have assumed such liability under an "insured contract", but only if the "loss" is caused by an act, error or omission: (1) Results from the performance of, or failure to perform, "your contractor professional services" by you or on your behalf; and (2) Was committed subsequent to the execution of the "insured contract". For the purposes of any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage, this exclusion does not apply to the "tort liability" of another to pay "loss" that is sustained or incurred by others if you have assumed such liability under an "insured contract", but only if the "loss": (1) Results from "pollution conditions" that: (a) Are caused, in whole or in part, by acts or omissions of any "named insured" or any of such "named insured's sub- contractors" in the performance of "covered operations" by or on behalf of any "named insured"; and DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 5 of 37 (b) Commenced subsequent to the execution of the "insured contract"; and (2) Does not arise out of any "pollution conditions", or any incident, condition or other circumstance which could become "pollution conditions", that was known, or reasonably should have been known, by the person or organization you agreed to indemnify or by any of that organization's employees, and that was not previously disclosed to a "responsible person" prior to the execution of the "insured contract". f. Express Warranties Or Guarantees "Loss" arising out of any express warranty or guarantee, including any such warranty or guarantee that: (1) Is made in bid preparations or specifications for all or part of a project; or (2) Involves the cost, timing or schedule, quality, revenue or use, or performance of, or for, all or part of a project. This exclusion does not apply to "loss" for which the "insured" would have liability without the express warranty or guarantee. For the purposes of any Contractors Indemnity For Design Professional's Liability Coverage, this exclusion does not apply to "loss" for which the "design professional" would have liability without the express warranty or guarantee. For the purposes of any Contractors Indemnity For Subcontractor's Pollution Liability Coverage, this exclusion does not apply to "loss" for which the "specified subcontractor" would have liability without the express warranty or guarantee. g. Fines, Penalties, Fees, Liquidated Or Multiplied Damages Or Injunctive Relief (1) Any fine or penalty assessed or imposed against any "insured" by law, including any federal, state, provincial, tribal or local law, regulation or statute or any governmental, judicial or administrative order or directive. Punitive or exemplary damages will be deemed to not be such a fine or penalty if such damages are insurable under applicable law. (2) Any part of the fee for "your work" which a client fails or refuses to pay. (3) The portion of any liquidated damages award that exceeds the amount for which the "insured" would have liability without the agreement to pay liquidated damages. (4) The portion of any multiplied damage award that exceeds the amount that is multiplied. (5) Any injunctive relief required by, or any cost or expense to comply with, any law, including any federal, state, provincial, tribal or local law, regulation or statute or any governmental, judicial or administrative order or directive. For the purposes of any "Pollution Liability Coverage", Paragraph (5) of this exclusion does not apply to "pollution clean-up costs". For the purposes of any Contractors Pollution Liability Coverage and any Contractors Asbestos Pollution Liability Coverage, Paragraph (5) of this exclusion does not apply to "emergency response costs". h. Your Product "Loss" arising out of "your product" or any part of it. This exclusion does not apply to "loss" arising out of "your product", or any part of it, that is any material, part or equipment furnished as part of "your work". i. Unnamed Partnership, Joint Venture Or Limited Liability Company "Loss" arising out of the conduct of any current or past partnership, joint venture or limited liability company that is not a "named insured". This exclusion does not apply to any such organization that otherwise qualifies as an "insured". For the purposes of any Contractors Professional Liability Coverage, this exclusion does not apply to any "named insured's" liability for "loss" arising out of the conduct of the contractor business of such current or past partnership, joint venture or limited liability company if such "named insured" would have been covered for the "loss" by other professional liability insurance issued to such partnership, joint venture or limited liability company but is not DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 6 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 only because of the expiration of such insurance. For the purposes of any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage, this exclusion does not apply to any "named insured's" liability for "loss" arising out of the performance of "covered operations" in the conduct of the business of such current or past partnership, joint venture or limited liability company if such "named insured" would have been covered for the "loss" by other pollution liability insurance issued to such partnership, joint venture or limited liability company but is not only because of the expiration of such insurance. j. War "Loss" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. k. Workers Compensation Or Other Benefits Laws Any obligation that the "insured" has under any: (1) Workers compensation law; (2) Disability benefits law; (3) Unemployment compensation law; or (4) Similar law. 3. Right To Appeal A Judgment We will have the right to appeal a judgment that: a. Includes "loss" to which this insurance applies; b. Is awarded in a "claim" for which we defend an "insured"; and c. Is awarded against the "insured". If we appeal a judgment that we do not have a duty to appeal, we will pay all of the following that result directly from that appeal: a. All expenses we incur; and b. All reasonable expenses, other than the cost of any required appeal bond, incurred at our request by the "insured" to assist us with the appeal, including, only if the "insured" is an individual, actual loss of earnings up to $500 a day by that individual because of time taken off from work. These payments will not reduce the limits of insurance. The results of an appeal will not change the applicable limit of insurance. Our duty to make such payments ends when we have used up the applicable limit of insurance in the payment of "loss" or "defense expenses", including any combination of such payments. SECTION II - LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Travelers ECP Custom Declarations and the rules below fix the most we will pay regardless of the number of: a. "Insureds"; b. "Claims" made; c. Persons or organizations making "claims"; d. "Design professionals" under any Contractors Indemnity For Design Professional's Liability Coverage; e. "Specified subcontractors" under any Contractors Indemnity For Sub- contractor's Pollution Liability Coverage; f. "Emergency response costs" losses incurred under any Contractors Pollution Liability Coverage and any Contractors Asbestos Pollution Liability Coverage; g. "Covered operations" under any Contractors Pollution Liability Coverage, any Non-Owned Disposal Site Pollution Legal Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Contractors Indemnity For Subcontractor's Pollution Liability Coverage; h. "On-site pollution clean-up costs" losses incurred under any Site Pollution Liability Coverage; or i. "Covered locations" under any Site Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 7 of 37 Limits Of Insurance That Apply To Certain Losses If Any Otherwise Applicable Limit Of Insurance Has Been Increased If the amount shown for any of the Limits of Insurance in the Travelers ECP Custom Declarations: a. Is an increase from the amount shown for that or an equivalent limit of insurance in the Declarations of any prior insurance policy issued by us, or any of our affiliated insurance companies, to any "named insured"; or b. Is increased during the "policy period"; the higher amount shown for that limit of insurance in the Travelers ECP Custom Declarations does not apply to any of the following that are subject to that limit: a. "Loss" and "defense expenses" under any "Pollution Liability Coverage", "loss" under any Crisis Management Services Expenses For Pollution Liability Coverage or "loss" under any Contractors Indemnity For Sub- contractor's Pollution Liability Coverage, arising out of: (1) "Pollution conditions"; or (2) Any "pollution conditions" in "related" "pollution conditions"; if any of the "pollution conditions" in Paragraph (1) or (2) above commenced before such increase; b. "Loss" and "defense expenses" under any Contractors Professional Liability Coverage arising out of any act, error or omission that was committed before such increase; or c. "Loss" under: (1) Any Contractors Professional Liability Loss Mitigation Expenses Coverage; or (2) Any Contractors Indemnity For Design Professional's Liability Coverage; arising out of any act, error or omission that was committed before such increase. Instead, the amount of that limit of insurance that applies to such "loss" and "defense expenses" is the lower amount shown for that or an equivalent limit of insurance in the Declarations of such prior insurance policy, or shown for that limit of insurance in the Travelers ECP Custom Declarations, that was in effect when any of the "pollution conditions" that caused such "loss" commenced or when the act, error or omission that caused such "loss" was committed. Each act, error or omission in a series of "related" acts, errors or omissions will be deemed to have been committed on the date the first act, error or omission in that series is committed. 2. The Aggregate Limit is the most we will pay for the sum of all: a. "Loss", other than "crisis management services expenses", and "defense expenses"; and b. "Loss" that is "crisis management services expenses" if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; to which the insurance provided under one or more of "your ECP coverage forms" applies for the combined total of all "claims", "emergency response costs", "on-site pollution clean-up costs", "defense expenses", "professional liability loss mitigation expenses", "pollution loss mitigation expenses", "business interruption loss" and such "crisis management services expenses". 3. Subject to Paragraph 2. above, the Emergency Response Costs Aggregate Limit is the most we will pay for the sum of all "loss" that is "emergency response costs", and "defense expenses": a. Under Emergency Response Costs in any Contractors Pollution Liability Coverage; and b. Under Asbestos Emergency Response Costs in any Contractors Asbestos Pollution Liability Coverage; for the combined total of all such "loss" and "defense expenses". 4. Subject to Paragraph 2. above, the On- Site Pollution Clean-Up Costs Aggregate Limit is the most we will pay for the sum of all: a. "Loss" that is "on-site pollution clean-up costs", and "defense expenses", under On-Site Pollution Clean-Up Costs; and b. "Loss" that is "business interruption loss" under Business Interruption For On-Site Pollution Clean-Up Costs Losses; DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 8 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 in any Site Pollution Liability Coverage for the combined total of all such "loss" and "defense expenses". The On-Site Pollution Clean-Up Costs Aggregate Limit is further subject to: a. Low-Level Radioactivity Pollution Conditions Aggregate Sublimit for "loss" that is "on-site pollution clean- up costs", and "defense expenses", to which the insurance provided for "low-level radioactivity pollution conditions" under one or more of "your ECP coverage forms" applies; and b. The Transportation Pollution Conditions Site Pollution Liability Aggregate Sublimit for "loss" that is "on-site pollution clean-up costs", and "defense expenses", to which the insurance provided for "transportation pollution conditions" under one or more of "your ECP coverage forms" applies. 5. Subject to Paragraphs 2. and 4. above, the Business Interruption For On-Site Pollution Clean-Up Costs Aggregate Limit is most we will pay for all "loss" that is "business interruption loss" under Business Interruption For On-Site Pollution Clean-Up Costs Losses in any Site Pollution Liability Coverage for the combined total of all such "loss". 6. Subject to Paragraph 2. above, if an amount is shown for any of the following Limits of Insurance in the Travelers ECP Custom Declarations, such limit of insurance applies as described below. If no amount is shown for any of the following Limits of Insurance in the Travelers ECP Custom Declarations and coverage for the "loss" or "defense expenses" described in such limit of insurance is included in "your ECP coverage forms", such limit of insurance does not apply, and the otherwise applicable aggregate limit of insurance applies to such coverage. a. Auto Transportation Pollution Conditions Contractors Pollution Liability Aggregate Sublimit. This is the most we will pay for the sum of all: (1) "Loss", other than "crisis management services expenses", and "defense expenses"; and (2) "Loss" that is "crisis management services expenses" if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; to which the insurance provided for "auto transportation pollution conditions" under one or more of "your ECP coverage forms" applies for the combined total of all "claims", "emergency response costs", "defense expenses" and such "crisis management services expenses". The Auto Transportation Pollution Conditions Contractors Pollution Liability Aggregate Sublimit is further subject to: (1) The Emergency Response Costs Aggregate Limit for "loss" that is "emergency response costs", and "defense expenses", under: (a) Emergency Response Costs in any Contractors Pollution Liability Coverage; or (b) Asbestos Emergency Response Costs in any Contractors Asbestos Pollution Liability Coverage; (2) The Contractors Asbestos Pollution Liability Aggregate Limit for "loss" and "defense expenses" under any Contractors Asbestos Pollution Liability Coverage if the "auto transportation pollution conditions" also are "asbestos pollution conditions"; and (3) The Crisis Management Services Expenses For Pollution Liability Aggregate Limit for "loss" that is "crisis management services expenses" under any Crisis Management Services Expenses For Pollution Liability Coverage. b. Fungi Or Bacteria Conditions Aggregate Sublimit. This is the most we will pay for the sum of all: (1) "Loss", other than "crisis management services expenses", and "defense expenses"; and (2) "Loss" that is "crisis management services expenses" if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; to which the insurance provided for "fungi or bacteria conditions" under one or more of "your ECP coverage forms" applies for the combined total of all "claims", "emergency response costs", "defense expenses" and such "crisis management services expenses". DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 9 of 37 The Fungi Or Bacteria Conditions Aggregate Sublimit is further subject to: (1) The Emergency Response Costs Aggregate Limit for "loss" that is "emergency response costs", and "defense expenses", under Emergency Response Costs in any Contractors Pollution Liability Coverage; (2) The Non-Owned Disposal Site Pollution Legal Liability Aggregate Limit for "loss" and "defense expenses" under any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "fungi or bacteria conditions" also are "contractor waste non-owned disposal site pollution conditions"; and (3) The Crisis Management Services Expenses For Pollution Liability Aggregate Limit for "loss" that is "crisis management services expenses" under any Crisis Management Services Expenses For Pollution Liability Coverage. c. Lead Pollution Conditions Aggregate Sublimit. This is the most we will pay for the sum of all: (1) "Loss", other than "crisis management services expenses", and "defense expenses"; and (2) "Loss" that is "crisis management services expenses" if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; to which the insurance provided for "lead pollution conditions" under one or more of "your ECP coverage forms" applies for the combined total of all "claims", "emergency response costs", "defense expenses" and such "crisis management services expenses". The Lead Pollution Conditions Aggregate Sublimit is further subject to: (1) The Emergency Response Costs Aggregate Limit for "loss" that is "emergency response costs", and "defense expenses", under Emergency Response Costs in any Contractors Pollution Liability Coverage; (2) The Non-Owned Disposal Site Pollution Legal Liability Aggregate Limit for "loss" and "defense expenses" under any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "lead pollution conditions" also are "contractor waste non-owned disposal site pollution conditions"; and (3) The Crisis Management Services Expenses For Pollution Liability Aggregate Limit for "loss" that is "crisis management services expenses" under any Crisis Management Services Expenses For Pollution Liability Coverage. d. Low-Level Radioactivity Pollution Conditions Aggregate Sublimit. This is the most we will pay for the sum of all: (1) "Loss", other than "crisis management services expenses", and "defense expenses"; and (2) "Loss" that is "crisis management services expenses" if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; to which the insurance provided for "low-level radioactivity pollution conditions" under one or more of "your ECP coverage forms" applies for the combined total of all "claims", "emergency response costs", "on-site pollution clean-up costs", "defense expenses" and such "crisis management services expenses". The Low-Level Radioactivity Pollution Conditions Aggregate Sublimit is further subject to: (1) The Emergency Response Costs Aggregate Limit for "loss" that is "emergency response costs", and "defense expenses", under Emergency Response Costs in any Contractors Pollution Liability Coverage; (2) The On-Site Pollution Clean-Up Costs Aggregate Limit for "loss" that is "on-site pollution clean-up costs", and "defense expenses", under On-Site Pollution Clean-Up Costs in any Site Pollution Liability Coverage; (3) The Non-Owned Disposal Site Pollution Legal Liability Aggregate Limit for "loss" and "defense expenses" under any Non-Owned DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 10 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 Disposal Site Pollution Legal Liability Coverage if the "low-level radioactivity pollution conditions" also are "non-owned disposal site pollution conditions"; and (4) The Crisis Management Services Expenses For Pollution Liability Aggregate Limit for "loss" that is "crisis management services expenses" under any Crisis Management Services Expenses For Pollution Liability Coverage. e. Silica Pollution Conditions Aggregate Sublimit. This is the most we will pay for the sum of all: (1) "Loss", other than "crisis management services expenses", and "defense expenses"; and (2) "Loss" that is "crisis management services expenses" if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; to which the insurance provided for "silica pollution conditions" under one or more of "your ECP coverage forms" applies for the combined total of all "claims" and such "crisis management services expenses". The Silica Pollution Conditions Aggregate Sublimit is further subject to: (1) The Non-Owned Disposal Site Pollution Legal Liability Aggregate Limit for "loss" and "defense expenses" under any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "silica pollution conditions" also are "contractor waste non-owned disposal site pollution conditions"; and (2) The Crisis Management Services Expenses For Pollution Liability Aggregate Limit for "loss" that is "crisis management services expenses" under any Crisis Management Services Expenses For Pollution Liability Coverage. f. Transportation Pollution Conditions Site Pollution Liability Aggregate Sublimit. This is the most we will pay for the sum of all: (1) "Loss", other than "crisis management services expenses", and "defense expenses"; and (2) "Loss" that is "crisis management services expenses" if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; to which the insurance provided for "transportation pollution conditions" under one or more of "your ECP coverage forms" applies for the combined total of all "claims", "on- site pollution clean-up costs", "defense expenses" and such "crisis management services expenses". The Transportation Pollution Conditions Site Pollution Liability Aggregate Sublimit is further subject to: (1) The On-Site Pollution Clean-Up Costs Aggregate Limit for "loss" that is "on-site pollution clean-up costs", and "defense expenses", under On-Site Pollution Clean-Up Costs in any Site Pollution Liability Coverage; and (2) The Crisis Management Services Expenses For Pollution Liability Aggregate Limit for "loss" that is "crisis management services expenses" under any Crisis Management Services Expenses For Pollution Liability Coverage. 7. Subject to Paragraph 2. above, the Non- Owned Disposal Site Pollution Legal Liability Aggregate Limit is the most we will pay for the sum of all "loss" and "defense expenses" to which the insurance provided for "non-owned disposal site pollution conditions" under any Non-Owned Disposal Site Pollution Legal Liability Coverage applies for the combined total of all "claims". The Non-Owned Disposal Site Pollution Legal Liability Aggregate Limit is further subject to: a. The Fungi Or Bacteria Conditions Aggregate Sublimit if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions" and also are "fungi or bacteria conditions"; b. The Lead Pollution Conditions Aggregate Sublimit if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions" and also are "lead pollution conditions"; c. The Low-Level Radioactivity Pollution Conditions Aggregate Sublimit if the "non-owned disposal site pollution DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 11 of 37 conditions" also are "low-level radioactivity pollution conditions"; d. The Silica Pollution Conditions Aggregate Sublimit if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions" and also are "silica pollution conditions"; and e. The Contractors Asbestos Pollution Liability Aggregate Limit if the "non- owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions" and also are "asbestos pollution conditions". 8. Subject to Paragraph 2. above, the Contractors Asbestos Pollution Liability Aggregate Limit is the most we will pay for the sum of all "loss" and "defense expenses" to which the insurance provided for "asbestos pollution conditions" under any Contractors Asbestos Pollution Liability Coverage applies for the combined total of all "claims", "emergency response costs" and "defense expenses". The Contractors Asbestos Pollution Liability Aggregate Limit is further subject to: a. The Emergency Response Costs Aggregate Limit for "loss" that is "emergency response costs", and "defense expenses", under Asbestos Emergency Response Costs in any Contractors Asbestos Pollution Liability Coverage; and b. The Auto Transportation Pollution Conditions Contractors Pollution Liability Aggregate Sublimit if the "asbestos pollution conditions" also are "auto transportation pollution conditions". 9. Subject to Paragraph 2. above, the Contractors Professional Liability Loss Mitigation Expenses Aggregate Limit is the most we will pay for the sum of all "loss" under any Contractors Professional Liability Loss Mitigation Expenses Coverage for the combined total of all such "loss". 10. Subject to Paragraph 2. above, the Contractors Pollution Loss Mitigation Expenses Aggregate Limit is the most we will pay for the sum of all "loss" under any Contractors Pollution Loss Mitigation Expenses Coverage for the combined total of all such "loss". 11. Subject to Paragraph 2. above, the Contractors Indemnity For Design Professional's Liability Aggregate Limit is the most we will pay for the sum of all "loss" under any Contractors Indemnity For Design Professional's Liability Coverage for the combined total of all such "loss". 12. Subject to Paragraph 2. above, the Contractors Indemnity For Subcontractor's Pollution Liability Aggregate Limit is the most we will pay for the sum of all "loss" under any Contractors Indemnity For Subcontractor's Pollution Liability Coverage for the combined total of all such "loss". 13. The Crisis Management Services Expenses For Pollution Liability Aggregate Limit is the most we will pay for all "loss" under any Crisis Management Services Expenses For Pollution Liability Coverage for the combined total of all such "loss". If the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000, the Crisis Management Services Expenses For Pollution Liability Aggregate Limit is subject to Paragraph 2. above. 14. Subject to Paragraph 2. above, the Each Act, Error Or Omission Limit is the most we will pay for the sum of all: a. "Loss" and "defense expenses" under any Contractors Professional Liability Coverage; b. "Loss" under any Contractors Professional Liability Loss Mitigation Expenses Coverage; and c. "Loss" under any Contractors Indemnity For Design Professional's Liability Coverage; arising out of the same act, error or omission or "related" acts, errors or omissions. The Each Act, Error Or Omission Limit is further subject to: a. The Contractors Professional Liability Loss Mitigation Expenses Aggregate Limit for "loss" under any Contractors Professional Liability Loss Mitigation Expenses Coverage; and b. The Contractors Indemnity For Design Professional's Liability Aggregate Limit for "loss" under any Contractors Indemnity For Design Professional's Liability Coverage. 15. Subject to Paragraph 2. above, the Each Pollution Condition Limit is the most we will pay for the sum of all: a. "Loss" and "defense expenses" under any "Pollution Liability Coverage"; DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 12 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 b. "Loss" under any Crisis Management Services Expenses For Pollution Liability Coverage if the amount shown for the Crisis Management Services Expenses For Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations is more than $250,000; c. "Loss" under any Contractors Indemnity For Subcontractor's Pollution Liability Coverage; arising out the same or "related" "pollution conditions". The Each Pollution Condition Limit is further subject to Paragraphs 3., 4., 5., 6., 7. 8., 10., 12. and 13. above for "loss" and "defense expenses" to which any limit described in any of such paragraphs applies. SECTION III - DEDUCTIBLES 1. The deductibles shown in the Travelers ECP Custom Declarations and the rules below fix the amount of "loss" and "defense expenses" to which the insurance provided under one or more liability coverages in "your ECP coverage forms" applies that are incurred by or on behalf of the "insured" and that you must pay regardless of the number of: a. "Insureds"; b. "Claims" made; c. Persons or organizations making "claims"; d. "Emergency response costs" losses incurred under any Contractors Pollution Liability Coverage and any Contractors Asbestos Pollution Liability Coverage; e. "Covered operations" under any Contractors Pollution Liability Coverage, any Non-Owned Disposal Site Pollution Legal Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Contractors Indemnity For Subcontractor's Pollution Liability Coverage; f. "On-site pollution clean-up costs" losses incurred under any Site Pollution Liability Coverage; or g. "Covered locations" under any Site Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage. 2. The Each Act, Error Or Omission Deductible applies to all "loss" and "defense expenses" under any Contractors Professional Liability Coverage arising out of the same act, error or omission or "related" acts, errors or omissions. However, we will reduce the Each Act, Error Or Omission Deductible by 50%, up to a maximum reduction of $25,000, if all "claims" subject to the Each Act, Error Or Omission Deductible are settled during an "agreed mediation". 3. The Each Pollution Condition Deductible applies to all "loss" and "defense expenses" under any "Pollution Liability Coverage" arising out of the same or "related" "pollution conditions". However, we will reduce the Each Pollution Condition Deductible by 50%, up to a maximum reduction of $25,000, if all "claims" subject to the Each Pollution Condition Deductible are settled during an "agreed mediation". 4. If an amount is shown for the Total Original Deductible in the Travelers ECP Custom Declarations, the Total Original Deductible is the most that you will be responsible for paying for the combined total of all applicable Each Act, Error Or Omission Deductibles and Each Pollution Condition Deductibles. If no amount is shown for the Total Original Deductible in the Travelers ECP Custom Declarations, the Total Original Deductible does not apply, and you will be responsible for paying all applicable Each Act, Error Or Omission Deductibles and Each Pollution Condition Deductibles without further limitation, regardless of how often they apply. If the Total Original Deductible has been used up, the Each Act, Error Or Omission Maintenance Deductible applies to all "loss" and "defense expenses" under any Contractors Professional Liability Coverage arising out of the same act, error or omission or "related" acts, errors or omissions. However, if you paid any part of the Each Act, Error Or Omission Deductible for any of such "loss" or "defense expenses" before the Total Original Deductible was used up, we will reduce the applicable Each Act, Error Or Omission Maintenance Deductible by the amount of such payment. In addition, we will reduce the Each Act, Error Or Omission Maintenance Deductible by 50%, up to a maximum reduction of $25,000, if all "claims" subject to the Each Act, Error Or Omission Maintenance Deductible are settled during an "agreed mediation". If the Total Original Deductible has been used up, the Each Pollution Condition Maintenance Deductible applies to all DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 13 of 37 "loss" and "defense expenses" under any "Pollution Liability Coverage" arising out of the same or "related" "pollution conditions". However, if you paid any part of the Each Pollution Condition Deductible for any of such "loss" or "defense expenses" before the Total Original Deductible was used up, we will reduce the applicable Each Pollution Condition Maintenance Deductible by the amount of such payment. In addition, we will reduce the Each Pollution Condition Maintenance Deductible by 50%, up to a maximum reduction of $25,000, if all "claims" subject to the Each Pollution Condition Maintenance Deductible are settled during an "agreed mediation". 5. The applicable limits of insurance will not be reduced by the amount of any "loss" or "defense expenses" within any deductible amount. 6. The provisions of this policy, including those provisions with respect to: a. Our right and duty to defend "claims"; and b. Any "insured's" duties in the event of an act, error, omission, "pollution conditions" or a "claim"; apply irrespective of the application of any deductible amount. 7. If we pay any "loss" or "defense expenses" that are subject to a deductible, you agree to promptly reimburse us for any deductible amount we have paid. 8. If you fail to reimburse us for any deductible amount and we are awarded that deductible amount, or any part of that amount, in any legal proceeding against you, you agree to reimburse us for the following, in addition to that deductible amount, as incurred: a. "Deductible recovery expenses"; and b. Interest, from the date of our notice of payment to you, on the deductible amount awarded to us. SECTION IV - CO-INSURANCE PERCENTAGE FOR BUSINESS INTERRUPTION COVERAGE FOR ON-SITE POLLUTION CLEAN-UP COSTS LOSSES If an amount is shown for the Business Interruption For On-Site Pollution Clean-Up Costs Aggregate Limit in the Travelers ECP Custom Declarations, the following co- insurance percentage applies to "loss" that is "business interruption loss" under Business Interruption For On-Site Pollution Clean-Up Costs Losses in the Site Pollution Liability Coverage in "your ECP coverage forms" as described below: 1. The Co-Insurance Percentage For Business Interruption Coverage For On-Site Pollution Clean-Up Costs Losses shown in the Travelers ECP Custom Declarations and the rules below fix the percentage of "loss" that is "business interruption loss" under Business Interruption For On- Site Pollution Clean-Up Costs Losses for which you will be financially responsible. 2. You will be financially responsible for the Co-Insurance Percentage For Business Interruption Coverage For On-Site Pollution Clean-Up Costs Losses for all "loss" that is "business interruption loss" under Business Interruption For On- Site Pollution Clean-Up Costs Losses arising out of the same "pollution conditions" or "related" "pollution conditions". The applicable limits of insurance will not be reduced by the amount of "loss" that is "business interruption loss" within the Co-Insurance Percentage For Business Interruption Coverage For On-Site Pollution Clean-Up Costs Losses. If no amount is shown for the Co- Insurance Percentage For Business Interruption Coverage For On-Site Pollution Clean-Up Costs Losses in the Travelers ECP Custom Declarations, the Co-Insurance Percentage For Business Interruption Coverage For On-Site Pollution Clean-Up Costs Losses will be 10%. 3. If you are unable to be financially responsible for "business interruption loss" within the Co-Insurance Percentage For Business Interruption Coverage For On-Site Pollution Clean-Up Costs Losses because of: a. Your insolvency or bankruptcy; or b. Any other reason; Business Interruption Coverage For On- Site Pollution Clean-Up Costs Losses will only apply to amounts that are not within the Co-Insurance Percentage For Business Interruption Coverage For On- Site Pollution Clean-Up Costs Losses. SECTION V - SELF-INSURED RETENTION AND CO-INSURANCE PERCENTAGE FOR CONTRACTORS PROFESSIONAL LIABILITY OR CONTRACTORS POLLUTION LOSS MITIGATION EXPENSES COVERAGE 1. If an amount is shown for: a. The Contractors Professional Liability Loss Mitigation Expenses Aggregate Limit in the Travelers ECP Custom Declarations, the self-insured retention DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 14 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 described in Paragraphs 2. and 3. below applies; and b. The Co-Insurance Percentage For Contractors Professional Liability Loss Mitigation Expenses Coverage in the Travelers ECP Custom Declarations, the co-insurance percentage described in Paragraphs 2. and 3. below applies; to "loss" that is "professional liability loss mitigation expenses" under Contractors Professional Liability Loss Mitigation Expenses Coverage. 2. The Self-Insured Retention For Contractors Professional Liability Loss Mitigation Expenses Coverage and the Co-Insurance Percentage For Contractors Professional Liability Loss Mitigation Expenses Coverage shown in the Travelers ECP Custom Declarations and the rules below fix the amount of "loss" that is "professional liability loss mitigation expenses" under Contractors Professional Liability Loss Mitigation Expenses Coverage for which you will be financially responsible. 3. You will be financially responsible for: a. The amount within the Self-Insured Retention For Contractors Professional Liability Loss Mitigation Expenses Coverage; and b. The Co-Insurance Percentage For Contractors Professional Liability Loss Mitigation Expenses Coverage; for all "loss" that is "professional liability loss mitigation expenses" under Contractors Professional Liability Loss Mitigation Expenses Coverage arising out of the same act, error or omission or "related" acts, errors or omissions. You will be financially responsible for the Co-Insurance Percentage For Contractors Professional Liability Loss Mitigation Expenses Coverage in addition to the Self-Insured Retention For Contractors Professional Liability Loss Mitigation Expenses Coverage. The amount you will be financially responsible for within the Co-Insurance Percentage For Contractors Professional Liability Loss Mitigation Expenses Coverage will be determined based on the amount of all "professional liability loss mitigation expenses" covered under Contractors Professional Liability Loss Mitigation Expenses Coverage that remains after the Self- Insured Retention For Contractors Professional Liability Loss Mitigation Expenses Coverage has been applied. 4. If an amount is shown for: a. The Contractors Pollution Loss Mitigation Expenses Aggregate Limit in the Travelers ECP Custom Declarations, the self-insured retention described in Paragraphs 5. and 6. below applies; and b. The Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage in the Travelers ECP Custom Declarations, the co- insurance percentage described in Paragraphs 5. and 6. below applies; to "loss" that is "pollution loss mitigation expenses" under Contractors Pollution Loss Mitigation Expenses Coverage. 5. The Self-Insured Retention For Contractors Pollution Loss Mitigation Expenses Coverage and the Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage shown in the Travelers ECP Custom Declarations and the rules below fix the amount of "loss" that is "pollution loss mitigation expenses" under Contractors Pollution Loss Mitigation Expenses Coverage for which you will be financially responsible. 6. You will be financially responsible for: a. The amount within the Self-Insured Retention For Contractors Pollution Loss Mitigation Expenses Coverage; and b. The Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage; for all "loss" that is "pollution loss mitigation expenses" under Contractors Pollution Loss Mitigation Expenses arising out of the "faulty work incident" or "related" "faulty work incidents". You will be financially responsible for the Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage in addition to the Self-Insured Retention For Contractors Pollution Loss Mitigation Expenses Coverage. The amount you will be financially responsible for within the Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage will be determined based on the amount of all "pollution loss mitigation expenses" covered under Contractors Pollution Loss Mitigation Expenses Coverage that remains after the Self-Insured Retention For Contractors Pollution Loss Mitigation Expenses Coverage has been applied. 7. The applicable limits of insurance will not be reduced by the amount of: DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 15 of 37 a. "Loss" that is "professional liability loss mitigation expenses" within: (1) The Self-Insured Retention For Contractors Professional Liability Loss Mitigation Expenses Coverage; or (2) Any Co-Insurance Percentage For Contractors Professional Liability Loss Mitigation Expenses Coverage; or b. "Loss" that is "pollution loss mitigation expenses" within: (1) The Self-Insured Retention For Contractors Pollution Loss Mitigation Expenses Coverage; or (2) Any Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage. 8. If, because of: a. Your insolvency or bankruptcy; or b. Any other reason; you are unable to be financially responsible for: a. "Professional liability loss mitigation expenses" within: (1) The Self-Insured Retention For Contractors Professional Liability Loss Mitigation Expenses Coverage; or (2) Any Co-Insurance Percentage For Contractors Professional Liability Loss Mitigation Expenses Coverage; Contractors Professional Liability Loss Mitigation Expenses Coverage will only apply to amounts that are in excess of the Self-Insured Retention For Contractors Professional Liability Loss Mitigation Expenses Coverage and that are not within any Co- Insurance Percentage For Contractors Professional Liability Loss Mitigation Coverage; or b. "Pollution loss mitigation expenses" within: (1) The Self-Insured Retention For Contractors Pollution Loss Mitigation Expenses Coverage; or (2) Any Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage; Contractors Pollution Loss Mitigation Expenses Coverage will only apply to amounts that are in excess of the Self-Insured Retention For Contractors Pollution Loss Mitigation Expenses Coverage and that are not within any Co-Insurance Percentage For Contractors Pollution Loss Mitigation Expenses Coverage. SECTION VI - SELF-INSURED RETENTION FOR CONTRACTORS INDEMNITY FOR DESIGN PROFESSIONAL'S LIABILITY COVERAGE If an amount is shown for the Contractors Indemnity For Design Professional's Liability Aggregate Limit in the Travelers ECP Custom Declarations, the following self- insured retention applies to "loss" under Contractors Indemnity For Design Professional's Liability Coverage as described below: 1. This section applies only if: a. No "design professional's insurance" applies to the "loss"; b. "Design professional's insurance" applies to the "loss", but the full payment of the applicable amount of the "design professional's insurance" is less than the Self-Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage shown in the Travelers ECP Custom Declarations; or c. "Design professional's insurance" applies to the "loss", the full payment of the applicable amount of the "design professional's insurance" is not less than the Self-Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage shown in the Travelers ECP Custom Declarations and we indemnify you for "loss" that you would have been legally entitled to recover from the "design professional" if such "loss" did not exceed an "authorized agreed limitation of liability". "Design professional's insurance" will be deemed to apply to the "loss", and the full amount of such insurance will be deemed to be the applicable amount, unless: a. We provide our written agreement that no "design professional's insurance", or that a lesser amount of such insurance, applies to the "loss"; or b. In a legal proceeding in which the "design professional" adequately sought coverage for the "loss" under all potentially applicable "design professional's insurance", it is adjudicated that no such insurance, or that a lesser amount of such insurance, applies to the "loss". DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 16 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 2. The Self-Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage shown in the Travelers ECP Custom Declarations and the rules below fix the amount of "loss" under Contractors Indemnity For Design Professional's Liability Coverage for which you will be financially responsible. If "design professional's insurance" applies to the "loss", the full payment of the applicable amount of the "design professional's insurance" can apply toward the payment of the Self-Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage. The Self-Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage cannot be paid by amounts other than "loss" that would have been covered by Contractors Indemnity For Design Professional's Liability Coverage in the absence of that self-insured retention. 3. You will be financially responsible for the amount within the Self-Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage for all "loss" under Contractors Indemnity For Design Professional's Liability Coverage arising out of the same act, error or omission, or "related" acts, errors or omissions, by or on behalf of the same "design professional". 4. If you are unable to be financially responsible for "loss" within the Self- Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage because of: a. Your insolvency or bankruptcy; or b. Any other reason; Contractors Indemnity For Design Professional's Liability Coverage will only apply to amounts that are in excess of the Self-Insured Retention For Contractors Indemnity For Design Professional's Liability Coverage. SECTION VII - SELF-INSURED RETENTION FOR CONTRACTORS INDEMNITY FOR SUBCONTRACTOR'S POLLUTION LIABILITY COVERAGE If an amount is shown for the Contractors Indemnity For Subcontractor's Pollution Liability Aggregate Limit in the Travelers ECP Custom Declarations, the following self-insured retention applies to "loss" under Contractors Indemnity For Subcontractor's Pollution Liability Coverage as described below: 1. This section applies only if: a. No "specified subcontractor's insurance" applies to the "loss"; b. "Specified subcontractor's insurance" applies to the "loss", but the full payment of the applicable amount of the "specified subcontractor's insurance" is less than the Self- Insured Retention For Contractors Indemnity For Subcontractor's Pollution Liability Coverage shown in the Travelers ECP Custom Declarations; or c. "Specified subcontractor's insurance" applies to the "loss", the full payment of the applicable amount of the "specified subcontractor's insurance" is not less than the Self- Insured Retention For Contractors Indemnity For Subcontractor's Pollution Liability Coverage shown in the Travelers ECP Custom Declarations and we indemnify you for "loss" that you would have been legally entitled to recover from the "specified subcontractor" if such "loss" did not exceed an "authorized agreed limitation of liability". "Specified subcontractor's insurance" will be deemed to apply to the "loss", and the full amount of such insurance will be deemed to be the applicable amount, unless: a. We provide our written agreement that no "specified subcontractor's insurance", or that a lesser amount of such insurance, applies to the "loss"; or b. In a legal proceeding in which the "specified subcontractor" adequately sought coverage for the "loss" under all potentially applicable "specified subcontractor's insurance", it is adjudicated that no such insurance, or that a lesser amount of such insurance, applies to the "loss". 2. The Self-Insured Retention For Contractors Indemnity For Subcontractor's Pollution Liability Coverage shown in the Travelers ECP Custom Declarations and the rules below fix the amount of "loss" under Contractors Indemnity For Subcontractor's Pollution Liability Coverage for which you will be financially responsible. If "specified subcontractor's insurance" applies to the "loss", the full payment of the applicable amount of the "specified subcontractor's insurance" can apply toward the payment of the Self- Insured Retention For Contractors DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 17 of 37 Indemnity For Subcontractor's Pollution Liability Coverage. The Self-Insured Retention For Contractors Indemnity For Subcontractor's Pollution Liability Coverage cannot be paid by amounts other than "loss" that would have been covered by Contractors Indemnity For Subcontractor's Pollution Liability Coverage in the absence of that self-insured retention. 3. You will be financially responsible for the amount within the Self-Insured Retention For Contractors Indemnity For Subcontractor's Pollution Liability Coverage for all "loss" under Contractors Indemnity For Subcontractor's Pollution Liability Coverage arising out of the same or "related" "pollution conditions". 4. If you are unable to be financially responsible for "loss" within the Self- Insured Retention For Contractors Indemnity For Subcontractor's Pollution Liability Coverage because of: a. Your insolvency or bankruptcy; or b. Any other reason; Contractors Indemnity For Subcontractor's Pollution Liability Coverage will only apply to amounts that are in excess of the Self-Insured Retention For Contractors Indemnity For Subcontractor's Pollution Liability Coverage. SECTION VIII - CONDITIONS The following conditions apply to all of "your ECP coverage forms" and are in addition to the conditions contained in each such coverage form. 1. Bankruptcy Bankruptcy or insolvency of: a. The "insured" or of the "insured's" estate; b. The "design professional" under any Contractors Indemnity For Design Professional's Liability Coverage; or c. The "specified subcontractor" under any Contractors Indemnity For Subcontractor's Pollution Liability Coverage; will not relieve us of our obligations under this policy. However, this provision does not delete or amend any Bankruptcy Or Insolvency exclusion in this policy. 2. Cancellation a. The "First Named Insured" may cancel this policy by mailing or delivering in advance to us written notice of cancellation stating the effective date of the cancellation. b. We may cancel this policy by mailing or delivering to the "First Named Insured" written notice of cancellation at least: (1) 10 days before the effective date of cancellation if the cancellation is for nonpayment of premium; or (2) 30 days before the effective date of cancellation if the cancellation is for any other reason. c. We will mail or deliver its notice of cancellation to the "First Named Insured's" last mailing address known to us. d. Our notice of cancellation will state the effective date of the cancellation, which will become the end of the "policy period". e. If this policy is cancelled, we will send the "First Named Insured" any premium refund due. If we cancel this policy, the refund will be pro rata. If the "First Named Insured" cancels this policy, the refund may be less than pro rata. The refund will be made by us as soon as practicable. However, the cancellation will be effective even if we have not made or offered the refund. f. If notice of cancellation is mailed, proof of mailing will be sufficient proof of notice. 3. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Only the "First Named Insured" may request changes to this policy. This policy can be amended only with our consent and only by endorsement issued by us as part of this policy. 4. Examination Of Books And Records We may examine and audit your books and records that relate to the subject matter of this insurance at any time: a. During the "policy period"; or b. Up to three years after the end of the "policy period". 5. Inspections And Surveys a. We have the right to: (1) Make inspections and surveys and interview "employees" of any "insured" at any time; (2) Provide reports to you on the conditions found; and (3) Recommend changes. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 18 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 b. We are not obligated to make any inspections, surveys, reports or recommendations, and any such actions taken relate only to insurability and the premiums charged. We do not make safety inspections or undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions, property or operations: (1) Are safe or healthful; or (2) Comply with laws, regulations, codes or standards. c. You agree to provide us with: (1) Access to: (a) The locations where "covered operations" are being or have been performed under any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage; (b) The locations where "your contractor professional services" are being or have been performed under any Contractors Professional Liability Coverage; or (c) Any "covered location" under any Site Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage; (2) Records pertaining to: (a) The "covered operations" under any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage and any Non- Owned Disposal Site Pollution Legal Liability Coverage; (b) "Your contractor professional services" under any Contractors Professional Liability Coverage; or (c) Any "covered location" under any Site Pollution Liability Coverage and any Non-Owned Disposal Site Pollution Legal Liability Coverage; and (3) Access to employees and other appropriate personnel or representatives, that are necessary for us to conduct such inspections and surveys. d. Paragraphs a. and b. above apply to us and any rating, advisory, rate service, technical consulting or similar organization which makes insurance inspections, surveys, reports or recommendations. 6. International Condition - Currency a. Payments for premiums and deductible amounts made to us will be in the currency of the United States of America unless we agree that these payments may be made in a different currency. b. Payments for "loss" and "defense expenses", or any payments we make under any Supplemental Coverages Endorsement issued by us as part of this policy, will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceding the date the payment is processed. 7. Legal Action Against Us No person or organization has a right under this policy: a. To join us as a party or otherwise bring us into a legal action asking for "loss" against any "insured"; b. To bring a legal action against us under this policy unless all terms of this policy have been fully complied with; or c. To bring a legal action against us to recover "loss" unless your obligation to pay such "loss" has been fully determined either by a final judgment or arbitration award or by written agreement you, us and the claimant, but we will not be liable for any "loss" that is not payable under the terms of this policy or that is in excess of the applicable limit of insurance. Under any Contractors Indemnity For Design Professional's Liability Coverage: a. No one, other than you, can sue us to recover "loss" under Contractors Indemnity For Design Professional's Liability Coverage; and b. You cannot sue us to recover such "loss" until the "design professional's" obligation to pay such DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 19 of 37 "loss" has been fully determined either by a final judgment or arbitration award or by written agreement of us, you and the "design professional", but we will not be liable for any "loss" that is not payable under the terms of this policy or that is in excess of the applicable limit of insurance. Under any Contractors Indemnity For Subcontractor's Pollution Liability Coverage: a. No one, other than you, can sue us to recover "loss" under Contractors Indemnity For Subcontractor's Pollution Liability Coverage; and b. You cannot sue us to recover such "loss" until the "specified subcontractor's" obligation to pay such "loss" has been fully determined either by a final judgment or arbitration award or by written agreement of us, you and the "specified subcontractor", but we will not be liable for any "loss" that is not payable under the terms of this policy or that is in excess of the applicable limit of insurance. 8. Premiums a. The "First Named Insured": (1) Is responsible for the payment of all premiums; and (2) Will be the payee for any return premiums we pay. b. The premium shown in the Travelers ECP Custom Declarations may be an advance premium. If it is an advance premium, this policy will contain an endorsement that shows when and how we will compute the earned premium. If the earned premium is greater than the advance premium, we will send a bill to the "First Named Insured". The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the earned premium is less than the advance premium, we will return the excess to the "First Named Insured". However, if the earned premium is less than any minimum premium we charged, the premium for this policy will never be less than such minimum premium. c. If the premium is an advance premium, the "First Named Insured" must keep records of the information we need for premium computation and must send us copies of those records at such times as we may request. 9. Prohibited Coverage - Trade Or Economic Sanctions We will provide coverage for any "loss", or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: a. Any trade or economic sanction under any law or regulation of the United States of America; or b. Any other applicable trade or economic sanction, prohibition or restriction. 10. Prohibited Coverage - Unlicensed Insurance a. With respect to "loss" sustained by any "insured" located in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such "loss" would violate the laws or regulations of such country or jurisdiction. b. We do not assume responsibility for: (1) The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or (2) The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. 11. Representations By accepting this policy, you agree that: a. All statements in the Travelers ECP Custom Declarations are accurate and complete; b. All such statements are based upon representations made by the "First Named Insured"; c. All statements and representations made in the application for this policy, including all information provided with the application for this policy, are accurate and complete; and d. We have issued this policy in reliance upon all such statements and representations. 12. Service Of Suit In the event that we fail to pay any amount claimed to be due under this policy and the "insured" sues us to DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 20 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 recover such amount we shall honor the decision of the court that is authorized to hear the case. However, we have the right to appeal that decision. Service of process for any such lawsuit brought against us may be made upon us by serving our President, or our President's designee, at One Tower Square, Hartford, Connecticut 06183, and such person shall be authorized to receive the papers on our behalf. However, the "insured" may also serve or send papers involving such lawsuit to the Commissioner, Director or Superintendent of Insurance for the state in which the lawsuit is being filed. We designate that appropriate officer, or that person's successor, to mail a copy of the papers to us. For the State of California, service of process for any such lawsuit brought against us may be made upon: CSC-Lawyers Incorporating Service 2730 Gateway Oaks Drive, Suite 100 Sacramento, California 95833. For the State of Rhode Island, service of process for any such lawsuit brought against us may be made upon: Corporation Service Company 222 Jefferson Blvd., Suite 200 Warwick, Rhode Island 02888. 13. Separation Of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this policy to the "First Named Insured", this insurance applies: a. As if each "named insured" were the only "named insured"; and b. Separately to each "insured" against whom a "claim" is made. 14. Transfer Of Control Of Defense If the available limits of insurance are used up, we will notify the "First Named Insured" in writing of all outstanding "claims" so that you can arrange to take control of the defense. Before the available limits of insurance are used up, you may take over control of the defense of any outstanding "claim" only if we agree that you may take over such defense. We will take whatever steps are necessary during a transfer of control of defense of an outstanding "claim" to continue that defense and avoid a default judgment during such transfer. You agree to repay the reasonable expenses we incur for any such steps taken after the available limit of insurance is used up. When we take such steps, you agree that we do not give up any rights. 15. Transfer Or Assignment Of This Policy This policy may not be transferred or assigned, except with our written consent, or in the case of death of a "named insured" that is an individual. If such "named insured" dies, that "named Insured's" rights and duties will be transferred to that "named insured's" legal representative but only while acting within the scope of duties as such legal representative. Until such legal representative is appointed, anyone having proper temporary custody of such "named insured's" property will have such "named insured's" rights and duties but only with respect to that property. 16. Transfer Of Rights Of Recovery Against Others To Us If the "insured" has rights to recover from others all or part of any payment we have made under this policy, those rights are transferred to us. The "insured" must do nothing after the loss to impair them, and under any Contractors Indemnity For Design Professional's Liability Coverage and any Contractors Indemnity For Subcontractor's Pollution Liability Coverage, no "named insured" can agree in a contract or agreement to: a. Waive any "named insured's" right of recovery against any "design professional" or "specified sub- contractor"; or b. Limit the liability of the "design professional" or "specified sub- contractor" to a maximum amount unless such limitation is an "authorized agreed limitation of liability". At our request, the "insured" will bring suit or initiate an alternative dispute resolution proceeding to enforce those rights or will help us enforce them. We will apply any amounts recovered in enforcing those rights of recovery in the following order until the total amount recovered is used up: a. We will reimburse any person or organization, including us or the "insured", any amount that person or organization has paid in excess of the limits of insurance. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 21 of 37 b. We will retain an amount equal to the amount we have paid under this policy. c. We will pay to the "insured" any remaining portion, including any amounts within any applicable deductible or self-insured retention. If any amounts are recovered in enforcing those rights of recovery, reasonable expenses incurred in enforcing such rights will be shared among all persons or organizations receiving amounts recovered. Each such person's or organization's share of those expenses is based on the ratio of its amount recovered to the total amounts recovered by all such persons or organizations in enforcing such rights. If the "insured" has agreed in a contract or agreement to waive that "insured's" right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make for: a. "Loss" to which any of the following applies caused by an act, error or omission committed subsequent to the execution of the contract or agreement: (1) Any Contractors Professional Liability Coverage; or (2) Any Contractors Professional Liability Loss Mitigation Expenses Coverage; b. "Loss" to which any "Pollution Liability Coverage" applies resulting from "pollution conditions" that commence subsequent to the execution of the contract or agreement; or c. "Loss" to which any Contractors Pollution Loss Mitigation Expenses Coverage applies resulting from "faulty work incidents" that are not first discovered by any "insured" until subsequent to the execution of the contract or agreement. SECTION IX - DEFINITIONS 1. "Agreed mediation": a. Means a voluntary and non-binding process that: (1) Is agreed to by us; and (2) Involves a qualified professional mediator facilitating an attempted settlement of the "claim" between the "insured" and the person or organization making the "claim". b. Does not include any mediation or alternative dispute resolution that is: (1) Ordered or imposed by a court; or (2) Otherwise legally required. 2. "Asbestos pollution conditions": a. Means any "pollution conditions" that are: (1) The disturbance of asbestos or asbestos fibers if the "pollution conditions" result from any activity that is performed on behalf of any "named insured" by a subcontractor under a written contract or agreement with such "named insured"; or (2) The inadvertent disturbance of asbestos or asbestos fibers if the "pollution conditions" do not result from any activity that is performed on behalf of any "named insured" by a sub- contractor under a written contract or agreement with such "named insured". As used in this provision, inadvertent disturbance does not include any discharge, dispersal, seepage, migration, release or escape of asbestos or asbestos fibers during or as a result of asbestos abatement operations or any other operations to test for, monitor, clean up, remove, contain, treat, dispose of, detoxify or neutralize, or assess the effects of, asbestos or asbestos fibers. b. Does not include a discharge, dispersal, seepage, migration, release or escape of asbestos or asbestos fibers from soil. 3. "Authorized agreed limitation of liability" means that part of any written contract or agreement with the following person or organization under which you agree to a maximum limit of such person's or organization's liability, which is the amount you are legally entitled to recover from such person or organization: a. For the purposes of any Contractors Indemnity For Design Professional's Liability Coverage, a "design professional" if the amount of that limit of liability is not less than the "required design professional's insurance", unless we have given you our prior written consent to the amount of that limit of liability before the act, error or omission involved in the "loss" is committed; or DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 22 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 b. For the purposes of any Contractors Indemnity For Subcontractor's Pollution Liability Coverage, a "specified subcontractor" if the amount of that limit of liability is not less than the "required specified subcontractor's insurance", unless we have given you our prior written consent to the amount of that limit of liability before the "pollution conditions" involved in the "loss" commences. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Auto transportation pollution conditions" means any "pollution conditions" that: a. Arise out of the ownership, maintenance, use or entrustment to others of any "auto" owned or operated by or rented or loaned to any "insured" that: (1) Is being used to transport the "pollutants", or any property in which the "pollutants" are contained, to or from a job site where "covered operations" are being performed; and (2) Is not located within the boundaries of a job site where "covered operations" are being performed; and b. Commence during such transportation or during the "loading or unloading" of such "auto". 6. "Bodily injury": a. Means any harm, including sickness or disease, to the health of a person and including death resulting therefrom. b. Includes mental anguish, injury or illness, or emotional distress. "Loss" because of "bodily injury" includes reasonable and necessary expenses incurred to perform medical monitoring for physical harm, including sickness or disease, to the health of a person. 7. "Boundaries" includes above or below ground areas for a "covered location" that are above or below the area of the ground that is within the boundary lines of such "covered location". 8. "Building information modeling services" means the creation, maintenance, use or modification of, or input into, any digital model or digital representation that is part of a computer-assisted design or drafting system or program. 9. "Business activities" means: a. Your regular business activities occurring at a "covered location"; and b. The tenantability of a "covered location" if you lease such "covered location" to others. 10. "Business day" means a day that you are normally open for business. 11. "Business income" means the sum of the following: a. Net Income (Net Profit or Loss before income taxes) that would have been earned from or incurred for a "covered location", including rental income from any tenants if you lease such "covered location" to others; and b. Continuing normal operating expenses incurred, including payroll. 12. "Business interruption loss" means: a. Actual loss of "business income" you sustain due to the necessary "suspension" of "business activities" at a "covered location" during the "business interruption period of restoration"; and b. Reasonable and necessary expenses that the you incur after the "pollution conditions" commenced to reduce actual loss of "business income" that would be otherwise covered under Business Interruption For On-Site Pollution Clean-Up Costs Losses in Site Pollution Liability Coverage, but only up to the amount that such loss of "business income" we would otherwise pay is actually reduced. 13. "Business interruption period of restoration": a. Means the period of time that: (1) Begins at the time when there is a necessary "suspension" of "business activities" as a result of the "pollution conditions", and after application of the "business interruption waiting period"; and DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 23 of 37 (2) Ends with the earliest of: (a) The date when the "covered location" reasonably should be restored to a condition which allows the resumption of "business activities"; (b) The date when "business activities" are resumed at a new permanent location; or (c) The last "business day" of the Maximum Period Of Restoration For Business Interruption For On-Site Pollution Clean-Up Costs Losses shown for the Site Pollution Liability Coverage Form - Claims-Made in Item 3. of the Travelers ECP Custom Declarations. If a number of "business days" is not shown for such Maximum Period Of Restoration in the Travelers ECP Custom Declarations, that Maximum Period Of Restoration will be 30 "business days". b. Does not include any increase in the length of time needed for you to resume "business activities" caused by interference by any of your "employees" or any other person. c. Will not be cut short by the end of the "policy period". 14. "Business interruption waiting period" means the number of "business days" shown as the Waiting Period For Business Interruption For On-Site Pollution Clean-Up Costs Losses for the Site Pollution Liability Coverage Form - Claims-Made in Item 3. of in the Travelers ECP Custom Declarations that must elapse after there is a necessary "suspension" of "business activities" as a result of the "pollution conditions". If a number of "business days" is not shown for such Waiting Period in the Travelers ECP Custom Declarations, that Waiting Period will be 10 "business days". 15. "Claim" means: a. For the purposes of any Contractors Professional Liability Coverage, a written demand alleging liability on the part of the "insured" for "loss" caused by an act, error or omission. b. For the purposes of any Contractors Indemnity For Design Professional's Liability Coverage, a written demand alleging liability on the part of the "design professional" for "loss" caused by an act, error or omission. c. For the purposes of any Contractors Indemnity For Subcontractor's Pollution Liability Coverage, a written demand alleging liability on the part of the "specified subcontractor" for "loss" caused by "pollution conditions". d. For the purposes of any "Pollution Liability Coverage", a written demand, notice, or assertion of a legal right, including a civil, or governmental administrative or regulatory proceeding, alleging liability on the part of the "insured" for "loss" caused by "pollution conditions". 16. "Contractor waste non-owned disposal site pollution conditions" means "non- owned disposal site pollution conditions" that are a discharge, dispersal, seepage, migration, release or escape of waste that originated from a job site while "covered operations" are being performed at such job site. 17. "Covered location" means any location listed as a Covered Location for the Site Pollution Liability Coverage Form - Claims-Made in Item 3. of the Travelers ECP Custom Declarations. 18. "Covered non-owned disposal site" means any "disposal site" that: a. Is not, and was not at any time, owned or operated by any "insured"; b. Is located in the United States of America (including its territories and possessions), Puerto Rico or Canada; c. At the time such site received the "named insured's" waste that is involved in the "non-owned disposal site pollution conditions": (1) Was properly authorized, by being granted a license or permit, to accept and dispose of that type of waste; and (2) Was in compliance with all applicable federal, state, provincial, tribal or local laws, regulations or statutes, or governmental, judicial or administrative orders or directives; d. At the time such site received the "named insured's" waste that is involved in the "non-owned disposal site pollution conditions", was not subject to any Federal Information request made to any person or organization under Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or any of its amendments or Section 3007(a) of the Resource DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 24 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 Conservation and Recovery Act or any of its amendments, or any equivalent request under any state, provincial, tribal or local law, regulation or statute; and e. At the time such site received the "named insured's" waste that is involved in the "non-owned disposal site pollution conditions", was not a "Superfund or other government- identified contaminated site". 19. "Covered operations" means any operations performed for others by you or on your behalf listed as Covered Operations for the Contractors Pollution Liability Coverage Form - Claims-Made or the Contractors Pollution Liability Coverage Form in Item 3. of the Travelers ECP Custom Declarations. 20. "Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with the "pollution conditions" involved. 21. "Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from the "pollution conditions" involved by maintaining or restoring public confidence in you. 22. "Crisis management services expenses" means amounts you incur that are: a. For actions taken within the first 21 days after the first discovery, or other knowledge, of the "pollution conditions" involved by any "responsible person"; b. For: (1) The reasonable and necessary: (a) Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for the "pollution conditions" involved; and (b) Costs for printing, advertising, mailing of materials, or travel by your "executive officers", directors, "employees" or agents, or by a "crisis management advisor", solely for the "pollution conditions" involved; (2) The following expenses resulting from the "pollution conditions" involved, provided that such expenses have been approved by us: (a) Medical expenses; (b) Funeral expenses; (c) Psychological counseling; (d) Temporary living expenses; or (e) Expenses to secure the scene of the "pollution conditions"; or (3) Any other expenses resulting from the "pollution conditions" involved that have been approved by us; and c. Are submitted to us within 180 days after the "crisis management advisor" advises you that "crisis management services" are no longer necessary for the "pollution conditions" involved. 23. "Deductible recovery expenses" means all fees, costs and expenses incurred by us and our attorneys to recover a deductible amount in a legal proceeding brought by us against you. But if the deductible amount awarded to us is less than the full amount of the deductible payment we sought, "deductible recovery expenses" will be a proportional amount based on the ratio of the deductible amount awarded to the full amount of the deductible payment we sought. 24. "Defense expenses": a. Means any of the following which can be directly allocated to a particular "claim", "emergency response costs" loss under any Contractors Pollution Liability Coverage or any Contractors Asbestos Pollution Liability Coverage or "on-site pollution clean-up costs" loss under any Site Pollution Liability Coverage: (1) Reasonable and necessary fees, costs and expenses of attorneys or other authorized representatives where permitted, for legal services, whether by outside or staff representatives; (2) Reasonable and necessary fees, costs and expenses of court or alternative dispute resolution proceedings and other specific items of expense, whether incurred by an outside vendor or by any of our employees, including: (a) Expert testimony; (b) Autopsy; (c) Witnesses and summonses; DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 25 of 37 (d) Copies of documents such as birth and death certificates and medical treatment records; (e) Surveillance or other professional investigations which are conducted as part of handling of a "claim", "emergency response costs" loss or "on- site pollution clean-up costs" loss; and (f) Loss prevention and engineering services which are conducted as part of handling of a "claim", "emergency response costs" loss or "on-site pollution clean-up costs" loss; (3) The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We will not be the principal under these bonds and do not have to furnish these bonds; (4) All reasonable expenses incurred at our request by the "insured" who is an individual to assist us in the investigation or defense of the "claim", "emergency response costs" loss or "on-site pollution clean-up costs" loss, including actual loss of earnings of up to $500 a day by that individual because of time taken off from work; or (5) All costs taxed against the "insured" in the civil, or governmental administrative or regulatory proceeding, for that part of the judgment or order we pay. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". b. Does not include: (1) Our expenses, including salaries, overhead and traveling expenses of our employees, except for those fees, costs or expenses described in Paragraphs a.(1) or a.(2) above incurred while handling a "claim", "emergency response costs" loss or "on-site pollution clean-up costs" loss; (2) Fees paid to independent claims professionals (hired to perform the function of claim investigation normally performed by claim adjusters), for developing and investigating a "claim" so that a determination can be made of the cause or extent of, or responsibility for, "loss", including evaluation and settlement of "claims" to which this insurance applies; (3) Any prejudgment interest awarded against the "insured"; (4) Any interest on a judgment that accrues after entry of the judgment; (5) Any expense to test for, monitor, clean up, remove, contain, treat, dispose of, detoxify or neutralize, or assess the effects of, "pollutants", "fungi" or bacteria; or (6) Any expense to restore, repair or replace real or personal property of others to substantially the same condition as it was before the property was damaged by or on behalf of an "insured" during the course of performing any operations described in Paragraph (5) above. 25. "Design professional" means a person, other than any "named insured's" employee, or an organization, if such person or organization: a. Agrees in a written contract or agreement to perform "your contractor professional services"; and b. Is legally qualified to perform such services, or confirms that any other person or organization performing such services on its behalf is legally qualified to perform such services, if such legal qualification is required by applicable laws or regulations. 26. "Design professional's insurance" means any professional liability insurance available to the "design professional" as a named insured for "your contractor professional services" and includes any deductible, self-insured retention or coinsurance obligation under that insurance. 27. "Disposal site": a. Means a premises, site or location that is or was at any time used by or for any "insured" or others for the handling, storage, disposal, processing or treatment of waste. b. Does not include a premises, site or location that: (1) Is located within the boundaries of a job site where "covered operations" are being performed; and DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 26 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 (2) Is not being used by you or on your behalf for the disposal, processing or treatment of waste. 28. "Electronic data" means information, facts, or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices, or any other media which are used with electronically controlled equipment. 29. "Emergency response costs" means reasonable and necessary expenses incurred by you or on your behalf that: a. Are for actions taken within the first ten days after the first discovery, or other knowledge, of the "pollution conditions" by any "insured"; and b. Are to abate, remove or remediate the "pollution conditions" in response to an imminent and substantial threat of "bodily injury" or an imminent and substantial threat to the environment. 30. "Employee": a. Includes: (1) A former or retired employee; and (2) A "leased worker". b. Does not include a "temporary worker". 31 ."Environmental damage": a. Means the harmful or damaging presence of "pollutants" that results in "pollution clean-up costs". b. Does not include "property damage". 32. "Environmental laws" means any federal, state, provincial, tribal or local law, regulation or statute, or any governmental, judicial or administrative order or directive, governing liabilities or responsibilities of the "insured" with respect to "pollution conditions". 33. "Executive officer" means any person holding an officer position created by an organization's charter, constitution, by- laws or any other similar governing document. 34. "Faulty work incident" means any defect, deficiency, inadequacy or dangerous condition in "your work" that is neither expected nor intended from the standpoint of any "insured". 35. "First Named Insured" means the first person or organization stated in Item 1. of the Travelers ECP Custom Declarations. 36. "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi. 37. "Fungi or bacteria conditions" means the discharge, dispersal, seepage, migration, release or escape of "fungi" or bacteria, provided that no part of such discharge, dispersal, seepage, migration, release or escape is expected or intended from the standpoint of the "insured". The growth or reproduction of "fungi" or bacteria at a premises, site or location beyond amounts and concentrations naturally present at that premises, site or location will be deemed to be a discharge, dispersal, seepage, migration, release or escape of "fungi" or bacteria. 38. "Insured" means: a. Any "named insured"; b. The "named insured's" legal representative if the "named insured" dies or if the "named insured" is declared mentally incompetent, but only with respect to duties as such. That representative will have all rights and duties of such "named insured" under this policy; c. Only for the purposes of: (1) Any Contractors Professional Liability Coverage, and only with respect to the conduct of the "named insured's" contractor business; (2) Any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage, and any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions", and only with respect to the conduct of "covered operations" for the "named insured's" business; and (3) Any Site Pollution Liability Coverage, and any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non- owned disposal site pollution conditions" are "operator waste non-owned disposal site pollution conditions", and only with respect to the conduct of the "named insured's" business; the following persons or organizations: (1) The "named insured's" spouse if such "named insured" is DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 27 of 37 designated in the Travelers ECP Custom Declarations as an individual, but only with respect to a business of which: (a) Such "named insured" is the sole owner; or (b) Such "named insured" and spouse are the sole owners; (2) The "named insured's" partners, members and their spouses, if such "named insured" is designated in the Travelers ECP Custom Declarations as a partnership or joint venture; (3) The "named insured's" members if such "named insured" is designated in the Travelers ECP Custom Declarations as a limited liability company; (4) The "named insured's" managers if such "named insured" is designated in the Travelers ECP Custom Declarations as a limited liability company, but only with respect to their duties as such "named insured's" managers; (5) The "named insured's" "executive officers" and directors if such "named insured" is designated in the Travelers ECP Custom Declarations as an organization other than a partnership, joint venture or limited liability company, but only with respect to their duties as such "named insured's" "executive officers" or directors; (6) The "named insured's" stockholders if such "named insured" is designated in the Travelers ECP Custom Declarations as an organization other than a partnership, joint venture or limited liability company, but only with respect to their liability as such "named insured's" stockholders; and (7) The "named insured's" "employees", other than either the "named insured's" managers (if it is a limited liability company) or the "named insured's" "executive officers" (if it is an organization other than a partnership, joint venture or limited liability company), but only for acts within the scope of their employment by such "named insured" or for their performance of duties related to the conduct of such "named insured's" business. However, none of these "employees" are "insureds" for: (a) "Loss" because of "bodily injury": (i) To any "named insured", to any "named insured's" partners or members (if it is a partnership or joint venture), to any "named insured's" members (if it is a limited liability company), or to a co-"employee" while in the course of such co-"employee's" employment or performing duties related to the conduct of the "named insured's" business; (ii) To the spouse, child, parent, brother or sister of that co- "employee" as a consequence of "bodily injury", or as a consequence of the employment or performance of duties of that co- "employee", described in Paragraph (a)(i) above; or (iii) For which there is any obligation to share "loss" with or repay someone else who must pay "loss" because of the injury described in Paragraphs (a)(i) or (ii) above; or (b) "Property damage" to, or "pollution clean-up costs" for, property: (i) Owned, occupied or used by; or (ii) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; any "named insured" or any of its "employees", any "named insured's" partners or members (if it is a partnership or joint venture), or any "named insured's" members (if it is a limited liability company). For the purposes of any Contractors Professional Liability Coverage, this exclusion does not apply to "property damage" to any premises, site or location that is temporarily rented or occupied by, or temporarily loaned to, the "named insured" DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 28 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 exclusively for any job site where operations are being performed by or on behalf of such "named insured" that are part of such "named insured's" contractor business. For the purposes of any Contractors Pollution Liability Coverage and any Contractors Asbestos Pollution Liability Coverage, this exclusion does not apply to "property damage" to, or "pollution clean-up costs" for, any premises, site or location that is temporarily rented or occupied by, or temporarily loaned to, the "named insured" exclusively for any job site where "covered operations" are being performed; d. Only for the purposes of: (1) Any Contractors Professional Liability Coverage, and only with respect to the conduct of the "named insured's" contractor business; and (2) Any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage, and any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions", and only with respect to the conduct of "covered operations" for the "named insured's" business; the following persons or organizations: (1) The "named insured's" former or retired partners who are individuals and whom such "named insured" hires or retains as independent contractors in a contract or agreement with that former or retired partner if such "named insured" is designated in the Travelers ECP Custom Declarations as a partnership, but only for their performance of duties under such contract or agreement; (2) The "named insured's" former or retired members who are individuals and whom such "named insured" hires or retains as independent contractors in a contract or agreement with that former or retired member if such "named insured" is designated in the Travelers ECP Custom Declarations as a limited liability company but only for their performance of duties under such contract or agreement; and (3) The "named insured's" former or retired "employees" that such "named insured" hires or retains as independent contractors in a contract or agreement with that former or retired "employee" but only for their performance of duties under such contract or agreement. However, none of these "employees" are "insureds" for: (a) "Loss" because of "bodily injury" described in Paragraph c.(7)(a) above; or (b) "Property damage" or "pollution clean-up costs" described in Paragraph c.(7)(b) above; and e. Only for the purposes of: (1) Any Contractors Pollution Liability Coverage; (2) Any Contractors Asbestos Pollution Liability Coverage; and (3) Any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions"; any person or organization that the "named insured" agreed in a written contract or agreement to include as an additional insured under this insurance. However, such person or organization is an "insured" only for "bodily injury", "property damage" or "pollution clean-up costs" arising out of "covered operations" performed by or on behalf of any "named insured" and only to the extent that the "pollution conditions" are caused by acts or omissions of any "named insured" or any of such "named insured's" subcontractors. Also, the insurance provided to such person or organization is subject to the following provisions: (1) The limits of insurance provided to such person or organization will be the minimum limits which the "named insured" agreed to provide in the written contract or agreement, or the limits shown in the Travelers ECP Custom Declarations, whichever are less. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 29 of 37 (2) The insurance provided to such person or organization does not apply to any: (a) "Bodily injury", "property damage" or "pollution clean-up costs" resulting from: (i) "Pollution conditions" that commenced before the written contract or agreement was signed by the "named insured"; or (ii) "Pollution conditions", or any incident, condition or other circumstance which could become "pollution conditions", that was known, or reasonably should have been known, by such person or organization or by any of that organization's employees, and that was not previously disclosed to a "responsible person" before the written contract or agreement was signed by the "named insured"; or (b) "Bodily injury", "property damage" or "pollution clean-up costs" arising out of any "named insured's" operation, maintenance, or use of equipment rented or leased from that person or organization if the "pollution conditions" commenced after the equipment lease expires. 39. "Insured contract" means that part of any contract or agreement pertaining to "covered operations" or "your contractor professional services" under which the "named insured" assumes the "tort liability" of another to pay "loss" sustained or incurred by others. 40. "Lead pollution conditions" means any "pollution conditions" that are the discharge, dispersal, seepage, migration, release or escape of lead, lead compounds or any material or substance that contains or incorporates lead. 41. "Leased worker": a. Means a person hired from a labor leasing firm under an agreement between the hirer and that firm to perform duties related to the conduct of the hirer's business. b. Does not include a "temporary worker". 42. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an "auto", aircraft or watercraft or into or onto a wheeled vehicle designed for travel on railroad tracks; b. While it is in or on an "auto", aircraft or watercraft or in or on a wheeled vehicle designed for travel on railroad tracks; or c. While it is being moved from an "auto", aircraft or watercraft or from a wheeled vehicle designed for travel on railroad tracks to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the "auto", aircraft or watercraft or to the wheeled vehicle designed for travel on railroad tracks. 43. "Loss" means: a. For the purposes of any Contractors Professional Liability Coverage: (1) Compensatory damages; and (2) Punitive or exemplary damages if such damages are insurable under applicable law. b. For the purposes of Pollution Legal Liability under any Contractors Pollution Liability Coverage, Third- Party Pollution Legal Liability under any Site Pollution Liability Coverage and Asbestos Pollution Legal Liability under any Contractors Asbestos Pollution Liability Coverage, and any Non-Owned Disposal Site Pollution Legal Liability Coverage: (1) Compensatory damages because of "bodily injury" or "property damage"; (2) Punitive or exemplary damages because of "bodily injury" or "property damage" if such damages are insurable under applicable law; (3) "Pollution clean-up costs"; (4) Prejudgment interest awarded against the "insured" on that part of the judgment which we pay, which exceeds the applicable deductible and which is within the applicable limit of insurance. If we make an offer to pay the applicable limit of insurance, "loss" does not include any prejudgment interest based on that period of time after the offer; DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 30 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 (5) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, "loss" does not include any interest that accrues on that portion of the judgment; and (6) The cost of any required appeal bond for any judgment that we appeal, but only for bond amounts for that part of the judgment that is for "loss" to which this insurance applies and which is within the applicable limit of insurance. We will pay, or reimburse the "insured" for, the cost of a higher appeal bond amount if we are required to do so under applicable law. We will not be the principal under any appeal bond and do not have to furnish any appeal bond. c. For the purposes of Emergency Response Costs under any Contractors Pollution Liability Coverage and Asbestos Emergency Response Costs under any Contractors Asbestos Pollution Liability Coverage, "emergency response costs". d. For the purposes of On-Site Pollution Clean-Up Costs under any Site Pollution Liability Coverage, "on-site pollution clean-up costs". e. For the purposes of Business Interruption For On-Site Pollution Clean-Up Costs Losses under any Site Pollution Liability Coverage, "business interruption loss". f. For the purposes of any Contractors Indemnity For Design Professional's Liability Coverage: (1) Compensatory damages; and (2) Prejudgment interest awarded against the "design professional" on that part of the judgment which we pay and which is within the applicable limit of insurance. g. For the purposes of any Contractors Indemnity For Subcontractor's Pollution Liability Coverage: (1) Compensatory damages; and (2) Prejudgment interest awarded against the "specified sub- contractor" on that part of the judgment which we pay and which is within the applicable limit of insurance. h. For the purposes of any Contractors Professional Liability Loss Mitigation Expenses Coverage, "professional liability loss mitigation expenses". i. For the purposes of any Contractors Pollution Loss Mitigation Expenses Coverage, "pollution loss mitigation expenses". j. For the purposes of any Crisis Management Services Expenses For Pollution Liability Coverage, "crisis management services expenses". 44. "Low-level radioactivity pollution conditions": a. Means any "pollution conditions" that are the discharge, dispersal, seepage, migration, release or escape of: (1) Low-level radioactive waste as defined in Title 10 Code of Federal Regulations as of the first day of the "policy period"; or (2) Material regulated by the United States Nuclear Regulatory Commission or an Agreement State under a Type A, B or C Specific License of Broad Scope as defined in Title 10 Code of Federal Regulations, Part 33.11. b. Does not include radium, potassium, thorium or uranium, or any other naturally occurring radioactive material, regardless of whether it has been technically enhanced. 45. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises any "named insured" owns or rents; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 31 of 37 e. Vehicles not described in Paragraph a., b., c. or d. above that are not self- propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; or f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 46. "Named insured" means: a. Any person or organization stated in Item 1. of the Travelers ECP Custom Declarations; or b. Any organization, other than a partnership, joint venture or limited liability company, that is acquired or formed during the "policy period" by any organization described in Paragraph a. above, and of which such described organization is the sole owner or in which such described organization maintains an ownership interest of more than 50%, if there is no other similar insurance available to that acquired or formed organization. However: (1) Coverage under this provision is afforded only until the 90th day after such acquisition or formation or the end of the "policy period", whichever is earlier; (2) Any Contractors Professional Liability Coverage, any Contractors Professional Liability Loss Mitigation Expenses Coverage and any Contractors Indemnity For Design Professional's Liability Coverage does not apply to any act, error or omission that is committed before such acquisition or formation; and (3) Any "Pollution Liability Coverage" or any Contractors Indemnity For Subcontractor's Pollution Liability Coverage does not apply to any "pollution conditions" that commence before such acquisition or formation. For the purposes of the definition of "insured", each such acquired or formed organization will be deemed to be designated in the Travelers ECP Custom Declarations as an organization other than a partnership, joint venture or limited liability company. 47. "Natural resources" means land, fish, wildlife, biota, air, surface or ground water, drinking water supplies and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States of America, any state or local government, any foreign government, any Indian tribe or, if such resources are subject to a trust restriction on alienation, any member of an Indian tribe. 48. "Non-owned disposal site pollution conditions" means any "pollution conditions" that: a. Are at, on, under or from any "covered non-owned disposal site"; and b. Are a discharge, dispersal, seepage, migration, release or escape of "pollutants" that have been transported as waste by or on behalf of the "named insured" to such "covered non-owned disposal site". 49. "On-site pollution clean-up costs" means "pollution clean-up costs" incurred by you or on your behalf for only the part DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 32 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 of the "pollution conditions" that is within the "boundaries" of the "covered location" where the discharge, dispersal, seepage, migration, release or escape of the "pollutants" commences. 50. "Operator waste non-owned disposal site pollution conditions" means "non-owned disposal site pollution conditions" that are a discharge, dispersal, seepage, migration, release or escape of waste that originated from a "covered location". 51. "Policy period" means the Policy Period shown in Item 2. of the Travelers ECP Custom Declarations. However, if this policy is canceled, the "policy period" ends on the effective date of the cancellation. If any coverage is added after this policy is in effect, in a coverage form or by endorsement issued by us as part of this policy, "policy period" for that coverage means the period in which such coverage form or endorsement is in effect. If any coverage of this policy or any coverage added by endorsement is cancelled, the "policy period" for that coverage ends on the effective date of the cancellation. 52. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 53. "Pollution clean-up costs": a. Means: (1) Reasonable and necessary expenses incurred for "pollution conditions" to test for, monitor, clean up, remove, contain, treat, dispose of, detoxify or neutralize, or assess the effects of: (a) "Pollutants" to the extent required by "environmental laws" governing the "pollution conditions"; or (b) "Fungi" or bacteria: (i) To the extent required by "environmental laws" governing the "pollution conditions"; or (ii) In the absence of any applicable "environmental laws", to the extent recommended in writing by a Certified Industrial Hygienist or a certified or licensed mold professional; and (2) Reasonable and necessary expenses required to restore, repair or replace real or personal property of others to substantially the same condition as it was immediately before the "pollution conditions" if such property is damaged by or on behalf of the "insured" during the course of responding to "pollution conditions" by performing any operations described in Paragraph (1) above. b. Does not include any expenses incurred to perform medical monitoring for any "bodily injury". 54. "Pollution conditions": a. For the purposes of any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage, and any Non- Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions", means: (1) The discharge, dispersal, seepage, migration, release or escape of "pollutants", provided that no part of such discharge, dispersal, seepage, migration, release or escape is expected or intended from the standpoint of the "insured"; or (2) "Fungi or bacteria conditions". b. For the purposes of any Site Pollution Liability Coverage, and any Non- Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "operator waste non-owned disposal site pollution conditions": (1) Means the discharge, dispersal, seepage, migration, release or escape of "pollutants". (2) Does not include the discharge, dispersal, seepage, migration, release or escape of any: (a) "Fungi" or bacteria; or (b) Virus or other microorganism that induces or is capable of inducing physical distress, illness or disease. 55. "Pollution Liability Coverage" means any of the following: a. Contractors Pollution Liability Coverage; b. Site Pollution Liability Coverage; DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 33 of 37 c. Non-Owned Disposal Site Pollution Legal Liability Coverage; or d. Contractors Asbestos Pollution Liability Coverage. 56. "Pollution loss mitigation expenses": a. Means reasonable and necessary expenses that: (1) Are incurred: (a) For actions taken within the first ten days after the first discovery, or other knowledge, of the "faulty work incident" by any "insured"; and (b) For the purposes of preventing "pollution conditions" from being caused by such "faulty work incident"; and (2) Are to correct or mitigate such "faulty work incident" to avoid or reduce the risk of an imminent and substantial threat of "bodily injury", or an imminent and substantial threat to the environment, that would exist if "pollution conditions" resulted from such "faulty work incident". b. Does not include: (1) "Emergency response costs" or any other expense incurred after any "pollution conditions" resulting from such "faulty work incident" commence; (2) Any expense for loss of use of any project or delay in completion of any project, including any amounts that represent liquidated damages that would have been incurred if a "claim" had been made against any "insured" for "loss" caused by "pollution conditions" resulting from such "faulty work incident"; (3) Any expense that would exceed the amount of "loss" under any Contractors Pollution Liability Coverage in "your ECP coverage forms" if such "faulty work incident" had resulted in a "claim" against any "insured" for "loss" to which such insurance applies; (4) Any expense for work or operations performed by any "insured" to redo, change, supplement or fix "your work", including redesign, or for materials, parts or equipment furnished in connection with such work or operations, or any profit or overhead of any "insured", including any salary of, or benefit for, any of the "named insured's" "employees", any of the "named insured's" current or former partners or members (if the "named insured" is a partnership or joint venture), any of the "named insured's" current or former members (if the "named insured's" is a limited liability company), or any of the "named insured's" "executive officers" or directors (if the "named insured" is an organization other than a partnership, joint venture or limited liability company); or (5) Any expenses that are for an enhancement of "your work". 57. "Professional liability loss mitigation expenses": a. Means reasonable and necessary expenses that: (1) Are described in the "proposed corrective actions" and have not been objected to in writing by us; and (2) Are incurred: (a) To correct or mitigate an act, error or omission that results from the performance of, or failure to perform, "your contractor professional services" by or on behalf of any "named insured"; and (b) For the purposes of preventing a "claim" against the "insured" for "loss" caused by such act, error or omission. b. Includes reasonable and necessary expenses payable to a third-party software consulting company that: (1) Are incurred for loss of, or damage to, information that results from an inherent malfunction, including erroneous calculations or modeling, of any software that: (a) You use in "building information modeling services"; (b) You purchased from a third- party vendor; and (c) Was not modified by you or on your behalf; and (2) Are not recoverable under any warranty or guaranty. c. Does not include: (1) Any expense incurred after a "claim" is made against any DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 34 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 "insured" for "loss" caused by such act, error or omission; (2) Any expense for loss of use of any project or delay in completion of any project, including any amounts that represent liquidated damages that would have been incurred if a "claim" had been made against any "insured" for "loss" caused by such act, error or omission; (3) Any expense that would exceed the amount of "loss" under any Contractor Professional Liability Coverage in "your ECP coverage forms" if such act, error or omission had resulted in a "claim" against any "insured" for "loss" to which such insurance applies; (4) Any expense for work or operations performed by any "insured" to redo, change, supplement or fix "your work", including redesign, or for materials, parts or equipment furnished in connection with such work or operations, or any profit or overhead of any "insured", including any salary of, or benefit for, any of the "named insured's" "employees", any of the "named insured's" current or former partners or members (if the "named insured" is a partnership or joint venture), any of the "named insured's" current or former members (if the "named insured's" is a limited liability company), or any of the "named insured's" "executive officers" or directors (if the "named insured" is an organization other than a partnership, joint venture or limited liability company); or (5) Any expenses that are for an enhancement of "your work". 58. "Property damage": a. Means: (1) Physical damage to tangible property of others, including all resulting loss of use of that property and including diminished value of that property; or (2) Loss of use of tangible property of others that is not physically damaged. b. Does not include "environmental damage". For the purposes of this insurance: a. "Natural resources" are tangible property; and b. "Electronic data" is not tangible property. 59. "Proposed corrective actions" means a written communication that provides: a. The details of the actions that are planned to correct or mitigate the act, error or omission; and b. The amount of the expenses anticipated to be incurred in performing such actions. 60. "Related" means: a. Continuous or repeated; or b. Connected, tied or linked by any fact, circumstance, situation, event, transaction, cause or series of interrelated facts, circumstances, situations, events, transactions or causes. 61. "Required design professional's insurance": a. Means the Required Design Professional's Insurance shown in Item 9. of the Travelers ECP Custom Declarations, which is the minimum amount of professional liability insurance you must require the "design professional" to obtain for "your contractor professional services". b. Does not include insurance provided by any of the following: (1) A Commercial General Liability insurance policy or any of its endorsements; (2) The part of an Umbrella or Excess Liability insurance policy or any of its endorsements that applies excess of Commercial General Liability insurance; or (3) Professional liability insurance that is subject to the same aggregate limit of insurance as any insurance described in Paragraph (1) or (2) above. 62. "Required specified subcontractor's insurance": a. Means the Required Specified Subcontractor's Insurance shown in Item 10. of the Travelers ECP Custom Declarations, which is the minimum amount of pollution liability insurance you must require the "specified subcontractor" to obtain for "covered operations". DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 35 of 37 b. Does not include insurance provided by any of the following: (1) A Commercial General Liability insurance policy or any of its endorsements; (2) The part of an Umbrella or Excess Liability insurance policy or any of its endorsements that applies excess of Commercial General Liability insurance; or (3) Pollution liability insurance that is subject to the same aggregate limit of insurance as any insurance described in Paragraph (1) or (2) above. 63. "Responsible person": a. Means any of the following: (1) The "named insured" or the "named insured's" spouse (if the "named insured" is an individual); (2) Any person while he or she is: (a) Any "named insured's" partner or member, or his or her spouse, (if such "named insured" is a partnership or joint venture); (b) Any "named insured's" manager (if such "named insured" is a limited liability company); (c) Any "named insured's" "executive officer" or director (if such "named insured" is an organization other than a partnership, joint venture or limited liability company); or (d) Any "employee" of any "named insured" who is or acts as the "named insured's" risk manager; or (3) Any person while he or she is: (a) A partner or member of any organization that is a partnership or joint venture; (b) A manager of any organization that is a limited liability company; (c) An "executive officer" or director of any organization other than a partnership, joint venture or limited liability company; or (d) An "employee" of any of such organizations who is or acts as such organization's risk manager; if such organization is any "named insured's" partner or member (if such "named insured" is a partnership or joint venture) or manager (if such "named insured" is a limited liability company). b. For the purposes of any Contractors Pollution Liability Coverage, any Contractors Asbestos Pollution Liability Coverage, any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "contractor waste non-owned disposal site pollution conditions", and any Crisis Management Services Expenses For Pollution Liability Coverage, also means any person while he or she is: (1) An "employee" of any "named insured" who is responsible for environmental health and safety, or environmental affairs, control or compliance at the "named insured's" job site; or (2) An "employee" of any organization described in Paragraph a.(3)(a), (b) or (c) above who is responsible for environmental health and safety, or environmental affairs, control or compliance at such organization's job site. c. For the purposes of any Site Pollution Liability Coverage, any Non-Owned Disposal Site Pollution Legal Liability Coverage if the "non-owned disposal site pollution conditions" are "operator waste non-owned disposal site pollution conditions", and any Crisis Management Services Expenses For Pollution Liability Coverage, also means any person while he or she is: (1) An "employee" of any "named insured" who is responsible for environmental health and safety, or environmental affairs, control or compliance; or (2) An "employee" of any organization described in Paragraph a.(3)(a), (b) or (c) above who is responsible for environmental health and safety, or environmental affairs, control or compliance. 64. "Silica" means silicon dioxide (occurring in crystalline, amorphous and impure forms), silica particles, silica dust or silica compounds. 65. "Silica pollution conditions": a. Means any "pollution conditions" that are the discharge, dispersal, seepage, DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY Page 36 of 37 ª 2021 The Travelers Indemnity Company. All rights reserved. RP 10 00 10 21 migration, release or escape of "silica" or "silica-related dust". b. Does not include any "pollution conditions" to the extent that such "pollution conditions" cause "emergency response costs". 66. "Silica-related dust" means a mixture or combination of "silica" and other dust or particles. 67. "Specified subcontractor" means a person, other than any "named insured's" employee, or an organization, if such person or organization agrees in a written contract or agreement to perform "covered operations". 68. "Specified subcontractor's insurance" means any pollution liability insurance available to the "specified subcontractor" as a named insured for "covered operations" and includes any deductible, self-insured retention or coinsurance obligation under that insurance. 69. "Superfund or other government-identified contaminated site" means any premises, site or location that: a. Has been placed on, or proposed for, the National Priorities List, any Superfund list or any equivalent state, tribal or local list, for or in the United States of America, including its territories and possessions and Puerto Rico; or b. Has been placed in, or proposed for, the National Contaminated Site Remediation Program, any similar program or any equivalent provincial, tribal or local program, for or in Canada, including its territories and possessions. 70. "Suspension" means: a. The partial or complete cessation of your "business activities"; or b. That a part or all of a "covered location" is rendered untenantable if you lease such "covered location" to others. 71. "Temporary worker" means a person who is furnished to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 72. "Tort liability" means a liability that would be imposed by law in the absence of any contract or agreement. 73. "Transportation pollution conditions" means any "pollution conditions": a. That are not at, on, under or from a "covered location"; and b. That: (1) Are from any "auto", rolling stock or watercraft, while such "auto", rolling stock or watercraft is being used to transport the "pollutants", or any property in which the "pollutants" are contained, by the "named insured", or by a carrier on behalf of the "named insured", to or from a "covered location" if the transporter is properly licensed to conduct such transportation, or (2) Commence during the handling of such "pollutants" or property for "loading or unloading" in, on or from such "auto", rolling stock or watercraft. 74. "Your ECP coverage forms" means the coverage forms that you have purchased, as shown in Item 3. of the Travelers ECP Custom Declarations. If such coverage forms include any of the following coverages, such coverage is not considered to provide liability coverage as used in this policy: a. Contractors Professional Liability Loss Mitigation Expenses Coverage. b. Contractors Pollution Loss Mitigation Expenses Coverage. c. Contractors Indemnity For Design Professional's Liability Coverage. d. Contractors Indemnity For Sub- contractor's Pollution Liability Coverage. e. Crisis Management Services Expenses For Pollution Liability Coverage. 75. "Your contractor professional services": a. Means any of the following services: (1) Architect, engineer or surveyor professional services, including: (a) Design and value engineering; and (b) Professional services of: (i) A landscape architect; (ii) A land surveyor or planner; or (iii) An interior designer or space planner; (2) Scientific or technical consulting services; or (3) Construction management, program management, project management or owner's representation services for a project on which the "named insured" serves as a construction DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 POLLUTION AND CONTRACTORS PROFESSIONAL LIABILITY RP 10 00 10 21 ª 2021 The Travelers Indemnity Company. All rights reserved. Page 37 of 37 manager, program manager, project manager or owner's representative. b. Includes: (1) "Building information modeling services"; (2) Design, development, programming, analysis, training, use, hosting, management, support and maintenance of any software, database, internet services or website; (3) Quality control or scientific review, assistance and documentation; and (4) Material testing; in connection with any of the services described in Paragraph a. above. 76. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed by: (a) Any "named Insured"; (b) Others trading under any "named insured's" name; or (c) A person or organization whose business or assets any "named insured" has acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of, or failure to provide, warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 77. "Your work": a. Means: (1) Work or operations performed by or on behalf of any "named insured"; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of, or failure to provide, warnings or instructions. DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Policy #8101L511122-21-26G DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Policy #8101L511122-21-26G DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Policy #8101L511122-21-26G DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Policy #8101L511122-21-26G DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 D-CO-1J389435-IND-21 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Policy #D-CO-1J389435-IND-21 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 Policy #D-CO-1J389435-IND-21 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 UB-8J495959-21-26-G DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269 DocuSign Envelope ID: E0C7DD5C-4FA6-4C9E-85B9-3CA337445269