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HomeMy WebLinkAbout2023-040-E-AMS-Rimkus Consulting Group-Detention Center Forsenic engineering facade cracks and water intrusionRevised 06/21 1 [Departmental Use Only] TITLE Northern Campus FY 2022-2023 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 28th day of January, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Rimkus Consulting Group, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Forensic Engineering Services to inspect and evaluate cracks in the concrete walls and floors at the Detention Center located at 1200 Hwy 70, Hillsborough, NC and provide a written Report of Findings if requested. Design services and/or repair recommendations are not included. 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: 41E83984-DDBC-42BD-B80A-171D06FA09AD Revised 06/21 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) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD Revised 06/21 3 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. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): To inspect and evaluate reported cracks in the walls and floors of the new Northern Campus Detention Center and provide a written Report of Findings if requested. 4. Duration of Services a. Term. The term of this Agreement shall be from January 28, 2023 to June 30, 2023. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be the date this Agreement is signed. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Ten Thousand Dollars ($10,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD Revised 06/21 4 a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD Revised 06/21 5 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 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD Revised 06/21 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced b y facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD Revised 06/21 7 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 of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention: A. Barnes Rimkus Consulting Group, Inc. P.O. Box 8181 Attn: Legal Department P.O. Box 8181 12140 Wickchester Ln St 200 Hillsborough, NC 27278 Houston, TX 77079 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Rimkus Consulting Group, Inc. Peter S. Poland, General Counsel Printed Name and Title DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD 1/27/20231/29/2023 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Rimkus Consulting Group Inc Party/Vendor Contact Person: Paul Colman (PDColman@rimkus.com) Contact Phone: 919.619.7467 Party/Vendor Address: 12140 Wickchester Ln City Houston State: TX Zip: 77079 Department: AMS Amount: NTE $10,000 Purpose: Detention Center - Forsenic Engineering Façade Cracks & Water Intrusion Budget Code(s): 61370035-882000-30002 Vendor # 67410 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 1/28/2023 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD 1/27/2023 1/28/2023 1/28/2023 RIMKUS CONSULTING GROUP, INC. TERMS AND CONDITIONS Effective October 28, 2021 (1 These Terms and Conditions apply to the retention and work of Rimkus Consulting Group, Inc., its affiliates, and subcontractors (“Company”) on behalf of client (“Client”). Unless stated in writing otherwise, Company’s services are limited to providing professional advice, judgments, and/or opinions for the exclusive use of Client. No other person or entity shall use the work performed hereunder without the express written consent of Company. (2 Any of the following acts by Client shall constitute acceptance of these Terms and Conditions: signing and returning a copy of the Confirmation of Assignment Letter; the continued use of Company on the assignment; or any request for services to be performed by Company after Client’s receipt of the Terms and Conditions. No changes, edits, additions or different terms shall be effective unless specifically agreed to in writing and signed by an authorized representative of Company. An email shall not suffice as evidence of Company’s written and signed acceptance of Client-made changes, edits, or additional or different terms or conditions. Client agrees that in the event Company expedites commencement of work for Client, these Terms and Conditions shall apply to all work performed by Company and Client hereby waives and releases any claim or defense contesting the applicability of these Terms and Conditions or arising from or related to Company commencing work prior to Client receipt of these Terms and Conditions. (3 Client represents that the work performed hereunder will be used exclusively by Client and solely for Client's benefit. There shall be no third-party beneficiaries to this Agreement. If Client uses an agent to retain Company, Client represents that its agent has full authority to act for Client and Client assumes complete responsibility for the acts of its agent and shall be responsible for payment to Company for all work performed at the request of Client’s agent. An agent includes a Client's attorney or third party adjuster or administrator. In the event the assignment that is the subject matter of Company’s retention shall become involved in litigation, arbitration, or any other formal dispute resolution procedure, Client hereby represents and agrees that Client shall immediately provide Company notice of such development including the style of the case, the case number, and the identity of the court or arbitration proceeding. Notice shall be provided by Client in writing via email to legal@rimkus.com. (4 Client may instruct Company to cease work on any assignment. The instruction by Client to cease work must be in writing and sent via e-mail to legal@rimkus.com. Company may terminate any assignment under these Terms and Conditions at any time with o r without cause, including, but not limited to, the development of a material conflict of interest, judicially required participation in onerous discovery or other legal process outside the intended scope of the work, the failure of Client to pay amounts due Company in a timely manner, and Client restrictions that impede or impair Company's ability to comply with generally accepted professional practices or engineering rules and regulations. These Terms and Conditions shall survive any cessation of work and shall continue to govern the rights and duties of Company and Client. (5 Company’s work can involve areas or locales suffering from catastrophic weather events or man-made disasters. As such, an event of force majeure shall mean any unforeseeable circumstance due to any cause beyond the reasonable control of Company including, without limitation, hurricane, tornado, flood, fire, governmental act or regulation, act of God, embargo, war, strike, lockout, pandemic, labor interruption, shortage of labor, serious accident, breakdown or partial failure of machinery, shortage of materials and/or means of transport or energy that occurs after the acceptance of an assignment pursuant to these Terms and Conditions and prevents the performance of all or part thereof. The occurrence of an event of force majeure shall cause temporary suspension of Company’s obligations for a period equal to the period of the continuing force majeure or the consequences thereof, without any liability or compensation to Client. (6 Company files and reports are developed for our Client's use. Company will treat all information, conclusions, and results of our investigation as confidential. Company will release information to others only upon Client's specific instructions or court order. To the extent possible, Company will use reasonable efforts to notify Client of any ordered production. Client acknowledges that as a registered engineering firm, Company has certain obligations under the rules and regulations governing the practice of engineering. As such, without regard to the foregoing confidentiality provisions, Company reserves the right to make any and all notifications Company deems necessary to comply with professional responsibilities. (7 In order for Company to consistently maintain the quality of its services, Client agrees to promptly notify Company of any legal proceeding challenging the basis, opinion, or testimony of Company professional(s) assigned to Client’s project. The notice provided by Client following the assertion of any objection, motion, or other legal proceeding in the nature of a challenge to the admissibility or basis of the expert work of Company professional shall be in writing and include the style of the case, the case number, and court in which the challenge has been asserted as well as the nature of the challenge. Company reserves the right to take all steps necessary to respond to any challenge to the professional’s opinion or testimony, including interceding on the professional’s behalf with written motion and briefing, and Client agrees to cooperate with Company to facilitate Company’s response. Client further agrees to expeditiously provide Company and the Company professional assigned to Client’s project all information, facts, discovery materials and other records necessary for Company to perform its work in a timely and professional manner. CHARGES FOR SERVICES (8 All services are provided on a time-and-expense basis. Client may request an estimate of time or cost required for a project, but unless expressly agreed to in writing by Company to the contrary, estimates are for Client’s budgeting purposes only and are based upon the information provided to Company at the time of the estimate. No cost estimate shall be construed as a fixed-price quotation. (9 All time expended for the assignment will be billed, including but not limited to investigations, site visits, travel, Client meetings, calculations, review of standards and authorities, creation or review of specifications and drawings and documents, preparation of reports, technical reviews, preparation for testimony, testimony in deposition or trial, court waiting time and/or standby time. (10 Company will use its best efforts to minimize travel costs on domestic and international trips associated with project work. Subject to availability, on flights under five hours in duration, we will utilize economy class refundable airfare. For flights in excess of five hours, Company professionals will fly business class, if available, or first class, if not available. (11 Company will invoice Client for services provided and expenses incurred during each billing period. All services will be invoiced at tenths of an hour, with any excess rounded up. Invoices are due upon receipt. Interest on unpaid balances more than sixty days old will be charged at the rate of 6% per annum. To the extent Client disputes any portion of an invoice, all undisputed portions shall remain due and payable as set forth on the invoice. In the event Client disputes any invoice, or any portion thereof, Client shall make its dispute in writing to Company setting forth the disputed matter with such particularity as to provide Company with reasonable notice of the dispute. Client shall present any such dispute to Company within forty-five (45) days of Client’s receipt of the disputed invoice. Unless Client provides notice of an invoice dispute in the time frame provided herein (45 days of receipt of the disputed invoice) Client shall be deemed to have accepted the work, and released and waived any dispute or contest regarding the quality, reasonableness, and necessity of the work performed and the amounts charged on the invoice. Payment shall be made in U. S. dollars in Houston, Texas. Payments from foreign countries must be made by P a g e 1 M E P DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD wire transfer in U.S. dollars as directed by Company. Without prejudice to any other available remedy, Company may withhold delivery of reports or data, either written or oral, and may suspend the performance of any further service obligations to Client pending the payment of all invoices. (12 Company personnel are not required to appear for depositions, trials, or hearings pertaining to an assignment unless all previous billings on this assignment have been fully paid. Company, at its sole discretion, may require Client to advance payments for the estimated time charges and expenses in connection with requested work, including appearances at hearings or providing testimony at deposition or trial. (13 In any project, claim, cause of action, investigation, inquiry, or other circumstance (specifically including requests by governmental agencies or representatives) wherein Company is requested, required, cited, subpoenaed, ordered or compelled to appear, testify, submit to questions, provide deposition testimony, produce documents or records (including electronic media) or in any other way respond regarding or arising out of work performed by Company for Client, Client shall compensate Company for all time spent and expenses incurred, including time spent in preparation and reasonable attorneys’ fees and expenses, in connection with Company’s response. To the extent possible, Company will give notice to Client of the requested action; however, failure of Company to give notice or failure of Client to respond will not obviate Client’s obligation to compensate Company in conformity with the foregoing. EXECUTION AND SCOPE OF WORK (14 Client assumes full and complete responsibility for all uses of the work, Company’s report(s), the items stored by Company at the request of Client, and all recommendations developed under the assignment. Unless Client requests in writing a specific Company professional to perform the work requested by Client, Company, at Company's sole discretion, shall assign the professional(s) who will perform Company's work. (15 Company will perform its work in accordance with generally accepted professional practices and consistent with the professional skill and care ordinarily provided by professionals practicing in the same or similar locality under the same or similar circumstances. Except for the foregoing express warranty Company hereby disclaims all warranties, whether express, implied, statutory or other. Company makes no warranties, express or implied, regarding the outcome of any investigation. Company makes no guarantees or warranties and assumes no obligations except those expressly stated herein. (16 Company shall retain all rights, title, and interest in and to its proprietary information (along with any modifications or improvements to such information), including, but not limited to Company’s know- how, methodologies, techniques, processes, tools, test fixtures, technologies, trade secrets, software, data, databases, algorithms, source code, computational engines, logic formulas, non- interface worksheets, macros, and other materials used by Company in connection with providing its services. Company’s policy is to maintain a complete written file on each assignment for a period of three years from the last professional services performed on the assignment. Thereafter, the complete written file will be maintained only on written instructions to do so from Client and payment of applicable storage fees. (17 When requested, Company will take possession of items that may be associated with or incidental to Company’s investigation and report. Client agrees to pay all handling and storage fees as set forth herein for all items stored by Company. Client represents that any items stored by Company at the request of Client are the property of Client and Client has all right and title to such items. For all requests by Client to Company to dispose of stored items, Client represents and warrants that it has all necessary authority and permission to order such disposal, including approval from any and all entities or individuals that claim any right to, or interest in, the items. Any and all expenses, fees, costs, penalties, legal fees or other charges of any kind claimed against or incurred by Company as a result of Client's request that Company store items shall be paid by Client, or reimbursed by Client to Company. LIMITATION OF LIABILITY (18 THE TOTAL LIABILITY OF COMPANY AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, CONTRACTORS, AND SUBCONTRACTORS, FOR ANY CONDUCT OR SERVICES RELATED TO OR ARISING UNDER THE AGREEMENT, WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO ACTUAL DAMAGES SUSTAINED BY CLIENT AND SHALL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS CLIENT MADE TO COMPANY ON THE ASSIGNMENT, AND SUCH AMOUNT SHALL BE THE SOLE, COMPLETE, AND EXCLUSIVE REMEDY OF CLIENT. IN NO EVENT SHALL COMPANY, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, CONTRACTORS, OR SUBCONTRACTORS BE LIABLE FOR ANY OTHER DAMAGES, EXPENSES, OR COSTS, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOSS OF USE, LOSS OF PROFIT, LOSS OF INVESTMENT DAMAGES, COSTS OF SUIT, OR ATTORNEYS' FEES. (19 COMPANY SHALL HAVE THE RIGHT TO OFFSET ANY DAMAGES CLAIMED BY CLIENT BY THE AMOUNT OF ANY OUTSTANDING INVOICES OWED BY CLIENT TO COMPANY. TO THE FULLEST EXTENT ALLOWABLE BY LAW, THE CLIENT WAIVES ANY RIGHT OF CONTRIBUTION AGAINST COMPANY. ENTIRE AGREEMENT (20 The Terms and Conditions and the Confirmation of Assignment Letter shall form the entire agreement between Company and Client related to the subject assignment and supersedes all prior agreements and understandings, oral or written, between the parties concerning the subject assignment. No oral representations of any officer, agent, or employee of Company or Client, either before or after acceptance of this agreement, shall affect or modify any obligation of either party hereunder. Client agrees that it has not relied on or been induced to enter into this agreement by any representations, statements, or warranties of Company or any officer, agent, or employee of Company, other than those expressly stated herein. Unless specifically agreed to in writing and signed by an authorized representative of Company, any additional or different terms proposed by Client in any purchase order, request for quotation, acknowledgement, or other document are hereby deemed to be material alterations, and notice of objection to them is hereby given. The parties intend to avoid a battle of pre-printed forms with the use of this Agreement as the controlling Agreement, to the exclusion of all others. Company’s contractual engagement with Client is expressly made conditional on Client’s assent to the terms and conditions contained in this Agreement. (21 Any dispute or other proceeding arising out of or relating to these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims) shall be exclusively adjudicated by a North Carolina state court of competent jurisdiction in Orange County, North Carolina, and the parties hereby irrevocably consent and submit to the personal jurisdiction of the State of North Carolina and waive all objections and defenses to personal jurisdiction in said courts and venue in Orange County, North Carolina. These Terms and Conditions are governed by the laws of the State of North Carolina, and all claims relating to or arising out of this Contract, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the State of North Carolina. The laws of the State of North Carolina shall apply without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction). In any suit between Client and Company arising from or related to the subject assignment wherein Company is the prevailing party, Company shall be entitled to recover its reasonable attorneys’ fees, expenses, and costs from Client. P a g e 2 M E P DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD PROFESSIONAL FEES SCHEDULE Effective October 28, 2021 1. Professional Fees. Company charges for services provided according to the skill level required by the assignment. Work performed on a time and expense basis will be charged in accordance with the Professional Fees Schedule listed below. The rates below reflect those of personnel within the practice area that Rimkus deems relevant to the assignment at its inception. Rimkus reserves the right, as the course of the assignment progresses and its subject matter clarifies, to assign personnel within different practice areas, some of whom may have rates greater or lesser than, or equal to, the rates provided below. Work performed on any fixed price contracts will be charged at the agreed fixed amount. Rates for professional consulting services, report preparation, depositions, and court appearances are: Administrative Assistant ............................................................................................................ $ 140 per hour Project Assistant ....................................................................................................................... $ 175 per hour CAD/Technical Specialist .......................................................................................................... $ 225 per hour Technician ................................................................................................................................ $ 225 per hour Graphic Artist ............................................................................................................................ $ 245 per hour Fire Consultant .......................................................................................................................... $ 275 per hour Associate Consultant ................................................................................................................. $ 250 per hour Consultant ................................................................................................................................. $ 295 per hour Senior Consultant ...................................................................................................................... $ 320 per hour District Manager/Practice Leader/Principal Consultant ............................................................... $ 350 per hour Officer/Director .......................................................................................................................... $ 385 per hour Specialized Consulting Services ............................................................................................................ quoted 2. At the discretion of Company, a retainer may be required in advance of or during the performance of any services. Such retainer payments will be credited to Client's account. Any unused portion of the retainer following the final invoice by Company will be refunded. 3. Fixed-rate expenses are charged at our rates listed below. Travel and other incidental expenses are charged at cost. If requested, we will provide storage of items at a fee as listed below. Moving and disposal costs of stored items will be paid by Client. Costs of personnel to assist in the evidence viewing and testing of stored items will be billed to Client. 4. When third-party laboratory work, equipment usage, materials purchasing or testing services are required, a 15% handling charge will be assessed. 5. The fees shown on this schedule shall remain in effect through December 31, 2021. Beginning January 1, 2022, a new fee schedule will become effective. All services provided on assignments performed after January 1, 2022, will be invoiced in accordance with the Professional Fees Schedule in effect at the time the services are provided. 6. Payment of taxes such as sales and use tax, gross receipts tax or mandatory taxes of any kind required to be collected or withheld from payments to Company are the responsibility of Client. Fixed Rate Expenses Personal Vehicles Used On the Assignment.................................................................................... $0.80/Mile Item Handling Fee .......................................................................................................................... $250.00 Item Storage  Items Smaller than 1.5 Cubic Foot Volume ............................................................................. $100.00/Month*  Items Greater than 1.5 Cubic Foot Volume ............................................................................. $150.00/Month*  Large/Special Handling (Larger Than 500 Cubic Foot Volume or More Than 1,000 Pounds) ... To Be Quoted* Disposal of Items ............................................................................................................................ Cost + 15% * Billed Quarterly Abrites Key/FOB Scanner ............................................................................................................... $250.00/Use Accelerometer ................................................................................................................................ $25.00/Use Air Sampling Equipment .................................................................................................................. $80.00/Use Alldata ............................................................................................................................................ $30.00/Use Autostats ........................................................................................................................................ $20.00/Use Berla iVe Infotaintment System Download ....................................................................................... $200.00/Use BOT 3000 Tribometer ..................................................................................................................... $250.00/Use Brungraber MK I Tribometer ............................................................................................................ $450.00/Use Brungraber MK III Tribometer .......................................................................................................... $250.00/Use Calilbrated Photographs .................................................................................................................. $25.00/Print Chim Scan – Chimney Scanning Equipment ................................................................................... $100.00/Use Diesel Engine Download ................................................................................................................. $395.00/Vehicle Digital Mapping Equipment ............................................................................................................. $300.00/Mapping Drone - Infrared ............................................................................................................................... $500.00/Use Drone - Standard ............................................................................................................................. $275.00/Use EL Camera...................................................................................................................................... $750.00/Use Electrical Resistivity Tomography (ERT).......................................................................................... $250.00/Use Elevator Ride Quality Monitor .......................................................................................................... $150.00/Use P a g e 3 M E P DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD Encrypted USB Drive (1 GB) (Photos / Client Data) ........................................................................ $50.00/Drive English XL Tribometer .................................................................................................................... $250.00/Use FARO 3D Laser Scanner ................................................................................................................ $765.00/Use FT-IR Advanced Spectrometer ........................................................................................................ $350.00/Use Ground Penetrating Radar (GPR) ................................................................................................... $250.00/Use GS-1 Walkway Tribometer .............................................................................................................. $250.00/Use High Definition Digital Camera ....................................................................................................... $250.00/Use HVE-2D .......................................................................................................................................... $50.00/Use HVE-3D .......................................................................................................................................... $100.00/Use Illuminance Meter ............................................................................................................................ $150.00/Use Infrared Camera ............................................................................................................................. $75.00/Day Keyence VHX-5000 Digital Microscope ........................................................................................... $500.00/Use Lab Usage Fee - Large ................................................................................................................... $500.00/Use Lab Usage Fee - Small ................................................................................................................... $250.00/Use Luminance Meter ............................................................................................................................ $350.00/Use Materials Hardness Tester .............................................................................................................. $100.00/Use Matlab Photography ........................................................................................................................ $600.00/Use Matterport 3D Camera  Less than 2,000 square feet ..................................................................................................... $150.00/Use  2,000 square feet up to 3,500 square feet ................................................................................ $225.00/Use  Over 3,500 square feet ............................................................................................................. $300.00/Use Mold Sampling Media ...................................................................................................................... $10.00/Each Night Time Camera Equipment ....................................................................................................... $150.00/Use Passenger Download (CDR) ........................................................................................................... $260.00/Vehicle Personal Protective Equipment - Large ........................................................................................... $50.00/Use Personal Protective Equipment - Small ........................................................................................... $25.00/Use Photocopies: Black & White ........................................................................................................... $0.25/Print Photocopies: Color ......................................................................................................................... $1.50/Print Photographs: Digital ....................................................................................................................... $0.50/Photo Pictometry/Nearmap Aerial Images ................................................................................................ $30.00/Use Roof Scanner - Large...................................................................................................................... $250.00/Use Roof Scanner - Small ...................................................................................................................... $75.00/Use Rope Access Equipment ................................................................................................................. $150.00/Use Scanning Electron Microscope/EDS ................................................................................................ $150.00/Hour Thermogravimetric Analysis (TGA) ................................................................................................. $350.00/Use Track Mounted Robot ..................................................................................................................... $250.00/Use UT Thickness Tester ....................................................................................................................... $100.00/Day Various Specialized Software Applications As Required .................................................................. Quoted Rates VC 2000/3000/4000 ........................................................................................................................ $165.00/Use Vibration Monitoring Equipment ...................................................................................................... $250.00/Use Wireless NDT Corrosion Detector ................................................................................................... $750.00/Use X-Rays (Portable) ................................................................................................................................... $75.00/File + $10.00/image Page 4 MEP DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/25/2022 (866) 652-9382 29424 Rimkus Consulting Group, Inc. 12140 Wickchester Lane - Suite 300 Houston, TX 77079 37478 10120 22292 A 1,000,000 61UENOL5782 4/26/2022 4/26/2023 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B 61UENOL5783 4/26/2022 4/26/2023 15,000,000A 61XHUOL5780 4/26/2022 4/26/2023 15,000,000 10,000 C SW6WC00011211 4/26/2022 4/26/2023 1,000,000 N 1,000,000 1,000,000 D Inland Marine IHD678074011 4/26/2022 LEASED/RENTED 100,000 Page 1 of 2 Orange County P.O. Box 8181 Hillsborough, NC 27278 RIMKCON01C LFOTEH INSURICA TX Insurance Services, Inc. 19450 State Highway 249 Suite 550 Houston, TX 77070 Mary Spillers Mary.Spillers@INSURICA.com Hartford Casualty Insurance Co. Hartford Insurance Co. of the Midwest Everest National Insurance Company Hanover Insurance Company X 4/26/2023 X X X X X X X X DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. INSURICA TX Insurance Services, Inc. RIMKCON01C SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 Rimkus Consulting Group, Inc. 12140 Wickchester Lane - Suite 300 Houston, TX 77079 SEE PAGE 1 LFOTEH 1 Page 2 of 2 COMMERCIAL GENERAL LIABILITY COVERAGE FORM: Blanket Additional Insured, Blanket Waiver of Subrogation, Blanket Primary & Non-Contributory When Required by Written Contract, Written Agreement or Permit purusant to form HG 0001 0916. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT: Blanket Additional Insured, Blanket Waiver of Subrogation, Blanket Primary & Non-Contributory When Required by Written Contract or Agreement pursuant to form HA9916 0312 WORKERS COMPENSATION: Blanket Waiver of Subrogation When Required by Written Contract pursuant to form WC420304B. UMBRELLA is Follow-form to Underlying Policies Named Insured Schedule: Rimkus Consulting Group, Inc. Rimkus Acquisition, LLC RCG Acquisition Pennsylvania, LLC RCG Acquisition Illinois, LLC RCG Acquisition Carolina, LLC Rimkus Analytics, LLC Rimkus ISCT, LLC Rimkus Building Consultants, LLC Rimkus Consulting, Limited ISCT, LLC Rimkus Consulting Group of Louisiana, Inc. Rimkus Consulting Group of AG Rimkus Consulting Group Ltd. Rimkus Group, Ltd. Cadence Dominion Management, LLC Cadence Domino, LP Rimkus Holdings, LLC Rhoades & Frantz Applied Safety & Ergonomics, Inc. RGC Acquisition Michigan, LLC Applied Safety and Ergonomics, Inc. RCG Acquisition Rhode Island, LLC Blackstone Consulting, LLC RCG Acquisition Cowboys, LLC Loss Management Solutions, Inc. Core Human Factors, Inc. (USA) RCG Acquisition AEC, LLC Commercial Construction Consulting, Inc. Additional Insured: RCG Acquisition CCi, LLC CCi Capital Consulting International, Inc. DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD RESOLUTION EXEMPTING ORANGE COUNTY EMERGENCY SERVICES RETRO- COMMISSIONING FROM G.S. 143-64.31 WHEREAS, G.S. 143-64.31 requires the initial solicitation and evaluation of firms to perform architectural, engineering, surveying, construction management-at-risk services, and design-build services (collectively “design services”) to be based on qualifications and without regard to fee; WHEREAS, the County proposes to enter into one or more contracts for design services for work on Orange County Detention Center Forensic Engineering for cracking walls and water intrusion. WHEREAS, G.S. 143-64.32 authorizes units of local government to exempt contracts for design services from the qualifications-based selection requirements of G.S. 143-64.31 if the estimated fee is less than $50,000; and WHEREAS, the estimated fee for design services for the above-described project is less than $50,000. NOW, THEREFORE, THE MANAGER OF THE ORANGE COUNTY RESOLVES: Section 1. The above-described project is hereby made exempt from the provisions of G.S. 143-64.31. Section 2. This resolution shall be effective upon adoption. _________________________________ ____________________ Bonnie Hammersley (County Manager) Date Orange County, North Carolina DocuSign Envelope ID: 41E83984-DDBC-42BD-B80A-171D06FA09AD 1/29/2023