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HomeMy WebLinkAboutOTHER-2023-019 Professional Services Contract for Whitted Buildings HVAC Replacement DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B [Departmental Use Only] TITLE Whitted HVAC RFQ5367 FY 2022-2023 NORTH CAROLINA PROFESSIONAL SERVICES CONTRACT ORANGE COUNTY THIS PROFESSIONAL SERVICES CONTRACT(hereinafter called"Agreement"),made as of the 3rd day of April,2023, by and between Progressive Design Collaborative, LTD,a professional Engineering(architectural/engineering/landscape architectural-select one)firm with a partner or principal registered in North Carolina as a licensed Engineer with offices in North Carolina (hereinafter called the "Designer") and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the "County," "Orange County," or"Owner"). WITNESSETH: Whereas the Owner published a Request for Qualifications and the undersigned Designer submitted a responsive Statement of Qualifications evaluated and approved by Owner; and Whereas the Designer and the Owner now wish to form and memorialize their agreement for services and for the consideration herein named do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope 1.1.1 This Agreement is for professional services to be rendered by Designer to Owner with respect to a project known as Mechanical and Electrical Engineering Design Services for multiple facilities-Whitted Building A& B HVAC Replacement (herein referred to as the "Project").The Project is located in Orange County, North Carolina. It is described more particularly in Attachment A. 1.1.2 By its execution of this Agreement,the Designer represents and agrees that it is qualified and fully capable to perform and provide professional services and other services required or necessary under this Agreement in a fully competent, professional and timely manner, and that its Consultants are also fully capable and qualified to perform and provide the services that they will provide hereunder. 1.1.3 Time is of the essence of this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 4 hereof and in Attachment B to this Agreement, and such Additional Services as are designated in Article 5 of this Agreement or as may from time-to- time be agreed upon by the Owner and Designer by Amendment or Addendum to this Agreement. Compensation to the Designer for Basic Services under this Agreement shall be as set forth herein, and compensation for Additional Services shall be as set forth herein or in any Amendment or Addendum providing for them.All services performed by the Designer not identified as Additional Services in Article 5 or in a written Amendment or Agreement entered into by the Owner and the Designer and providing for additional compensation for such additional services relating to the Project shall be deemed to be Basic Services provided without additional compensation. 1 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B ARTICLE 2 DEFINITIONS 2.1 Definitions 2.1.1 Additional Services—Those services to be performed by Designer beyond the Basic Services. See Section 1.1.4 and Article 5. 2.1.2 Basic Services—Those services to be performed by Designer as outlined in Attachment B. See Article 4 and Attachment B. 2.1.3 Compensation for Basic Services—Those fees to be paid by Owner for Basic Services. See Section 7.1 and 7.2. 2.1.4 Contractor—The construction contractor(s). 2.1.5 Consultants—Subconsultants, partners and other entities working with or on behalf of the Designer. See Section 3.3.1 and Attachment E. 2.1.6 Board of County Commissioners-The Board of Commissioners of Orange County, North Carolina. 2.1.7 County Manager-The Orange County employee bearing that title. 2.1.8 Milestone Dates—Those dates where certain results are expected. See Attachment D. 2.1.9 Project-All phases of the Project as described in Section 1.1.1 and Attachments A and B including but not limited to the schematic design, design development, construction document, bidding and contract award, construction and post-construction phases. 2.1.10 Reimbursable Expenses—Those costs incurred by the Designer for the benefit of this project and which the County will pay. See Section 7.5. 2.1.11 Total Project Cost—The total amount of money which may be paid for services on this project. See Section 4.2.1. ARTICLE 3 RESPONSIBILITIES OF THE DESIGNER 3.1 Services to be Provided. 3.1.1 The Designer shall provide the Owner with all professional services required to satisfactorily complete all phases of the Project within the time limitations set forth herein and in accordance with the highest professional standards. Such services are as shown in Attachment B,the description of services. All services of the Designer shall be provided in accordance with the terms and conditions of this Agreement. 3.2. Standard of Care 3.2.1 The Designer and its Consultants shall exercise reasonable care and diligence in performing their services under this Agreement in accordance with highest professional standards of similar professional design practice throughout the United States and in accordance with federal, state and local laws and regulations applicable to the performance of these services.The Designer shall serve as a 2 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B representative of the Owner in accordance with the terms and conditions of this Agreement to guard the Owner against defects and deficiencies in the Project. 3.2.2 The Designer shall be responsible for all errors or omissions, in the drawings, specifications, and other documents prepared by the Designer or its Consultants. It shall be the responsibility of the Designer throughout the period of performance under this Agreement to use reasonable professional care and judgment to guard the Owner against defects and deficiencies in the Project. 3.2.3 The Designer shall correct at no additional cost to the Owner any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in the drawings, specifications and other documents prepared by the Designer or its Consultants. 3.2.4 The Designer shall assure that all drawings, specifications and other documents prepared by the Designer or its Consultants hereunder are in accordance with applicable laws, statutes, building codes and regulations and that all necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the design or construction activities of the Project. 3.2.5 The Designer and its Consultants shall perform all services in a reasonably timely manner in accordance with all mutually agreed schedules for the Project or required under this Agreement, and as provided in the construction agreement and any General Conditions of the Owner's construction agreements with the contractors for the Project. 3.2.6 The Designer shall reimburse the Owner, as stipulated in 3.2.6.A and 3.2.6.13 for costs, damages and expenses, including attorney's fees, incurred by the Owner when such costs, damages and expenses are the result of any error, omission or delay of the Designer or its Consultants. A.To the extent that the aggregate cost to the Owner for all errors, premium value of omissions or delays of the Designer is less than one-half of one percent (0.5%) of the Total Project Cost,the Designer shall not be liable to the Owner for such costs. B. If the aggregate cost to the Owner for such errors, premium value of omissions or delays of the Designer, amounts to more than one-half of one percent (0.5%) of the Total Project Cost,the Designer shall reimburse the Owner for all such costs in excess of said one-half of one percent (0.5%). 3.3 Designer's Consultants 3.3.1 The Designer's Consultants for the project, along with their key project personnel, are listed in Attachment E to this Agreement. No changes in the Consultants or key personnel indicated shall be permitted except with the prior written consent of the Owner. 3.3.2 All of the Designer's contracts with its Consultants shall be in writing and shall expressly provide that if this Agreement is terminated for any reason,the Owner may, at its sole option,take the assignment of the Consultants' contract with the Designer, that such assignment shall automatically take place upon notification in writing by the Owner to the Consultants and the Consultants shall continue to be bound by the contract after such assignment. A copy of each contract between the Designer and a Consultant shall be furnished to the Owner within seven (7) days of its execution. ARTICLE 4 BASIC SERVICES 4.1 Basic Services 3 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 4.1.1 The Designer shall perform as Basic Services the work and services described herein and in Attachment B to this Agreement. 4.1.2 The Basic Services will be performed by the Designer in the phases described in Attachment B. 4.1.3 The Owner shall have the right and option to require the Designer to prepare one separate bid packages with no additional compensation due the Designer. Such bid packages must be approved by Owner prior to submission and, at the Owner's option, may include but not be limited to: A. Demolition and preliminary site work; B. General work, plumbing, mechanical, electrical,fire protection; C. Landscaping and irrigation; D. Signage; E. Furniture. F. Water and sewer infrastructure G. 4.2 Project Cost Estimates 4.2.1 At the times designated herein, the Designer shall develop an estimate of the total cost of the Project (the "Total Project Cost"), including Designer's fees, costs of the construction, costs of equipment,furnishings,furniture and signage, permit fees and appropriate contingencies, and exclusions, where applicable.These costs shall be prepared and submitted to the Owner substantially in the format shown in Attachment C to this Agreement, with supporting documents listing quantities, unit price, labor rates, man-hour estimates, overhead and profit. Total Project Cost shall be mutually agreed upon by Owner and Designer as noted in paragraph 4.2.4. The timing of this Total Project Cost agreement shall be identified as a milestone in Attachment D. If cost estimating is not part of the project scope,the Total Project Cost shall be specified here: [BLANK] 4.2.2 Project cost estimates shall be prepared by qualified staff members of the Designer or the authorized Project Consultants listed on Attachment E, or a qualified cost estimating Consultant to the Designer who are acceptable to the Owner. 4.2.3 Total Project Cost estimates shall be prepared at N/A points in the production of the Designer's work: A.At completion of design; and B. At completion of ; and C. At completion of of the construction documents; and D. 4.2.4 If applicable per section 4.2.3, when the first of these estimates of Total Project Cost has been approved in writing by the Owner, it shall be used by the Owner as a basis for appropriating funds specifically for the Project. Once this Total Project Cost has been so approved by the Owner and the conditions of the project (cost environment, time schedule, etc.) are reasonably similar, the Designer 4 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B shall be obligated, without additional compensation,to adjust the design of the Project to assure that it remains within the approved Total Project Cost. 4.2.5 Should 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 Designer shall participate with the Owner in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved Total Project Cost. All activity of the Designer with respect to these matters shall constitute Basic Services and shall be performed by the Designer without additional compensation. If negotiation and design adjustments fail to bring costs within the Total Project Cost the Owner may reject all bids and Designer 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. All 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 Designer is not obligated to further redesign the Project. 4.3 Project Conferences 4.3.1 For the duration of the development of the Project,the Designer and its Consultants shall meet periodically with the Owner.The Designer shall meet with Owner as necessary to properly fulfill the requirements of this Agreement. The minimum regularly scheduled meetings which the Designer shall be required to attend are listed below: Site Visits required to complete the design PreBid Meeting PreConstruction Conference Site Visits during construction, including final inspections 4.4 Construction Administration 4.4.1 As part of Basic Services,the Designer shall provide all of the mutually agreed administrative services described in the Owner's contracts with the contractors for the Project. ARTICLE 5 ADDITIONAL SERVICES 5.1 Compensation is due for Additional Services that are not otherwise included in Basic Services (Attachment B) provided by the Designer or its Consultants only when the Owner requests such Additional Services in writing and after both Owner and Designer agree to the terms of providing such Additional Services through an amendment to this Agreement. 5.1.1 Designer or its Consultants shall provide fully detailed presentation models or professional artist's renderings at the written direction and approval of the Owner, if such services are not included in Basic Services Attachment B. 5.1.2 Designer or its Consultants shall make all necessary revisions in drawings, specifications, or other documents when the drawings, specifications, or other documents are inconsistent with written approvals or instructions previously given by the Owner. 5 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 5.1.3 Designer or its Consultants shall prepare supporting data and other services in connection with a significant Owner initiated change order if Designer can demonstrate that such services cause a direct substantial increase in Designer's cost of rendering its Basic Services hereunder. 5.1.4 Designer or its Consultants shall prepare to serve and serve as an expert witness for the Owner in connection with dispute resolution, arbitration, or legal proceedings, unless the subject matter of the proceedings includes matters arising out of or related to the Designer's or Consultant's performance or service with respect to the Project; however, preparing to serve or serving as a fact witness for the Owner in such proceedings or rendering testimony necessary to secure governmental approval of zoning or land use clearances for the Project shall not constitute an Additional Service. 5.1.5 Designer or its Consultants shall provide all such services as are made necessary by the negligence or default of a Consultant or subconsultant. Such services shall be provided at no additional cost to Owner. 5.1.6 Designer or its Consultants shall provide additional or extended services during the Construction Phase made necessary by(a) defective work of Consultant(s) or contractor(s); (b) prolongation of construction past the scheduled completion date, provided the prolongation is not due to the fault or negligence of the Designer, its employees, Consultants or agents; or(c) default under the construction contract due to delinquency or insolvency. 5.1.7 Designer or its Consultants shall Provide additional services and costs necessitated by special out-of-town travel required by the Designer and approved in advance in writing by the Owner, other than visits to the Project and other than travel reasonably required to fully accomplish the Basic Services. 5.1.8 Designer, and its Consultants if necessary, shall attend special public hearings for the Project, other than those listed herein, which are called by the Board of County Commissioners. ARTICLE 6 DURATION OF DESIGNER'S SERVICES 6.1 Scheduling of Services 6.1.1 Attachment D to this Agreement is the Key Milestone Listing which defines the sequence and timing of the design and construction activities.The Designer and its Consultants shall schedule and perform their activities so as to meet the Milestone Dates shown. No deviation by the Designer or his Consultants from the Key Milestone Listing shall be allowed without prior written approval by the Owner. 6.1.2 The Designer's schedule for the performance of its activities and the activities of its Consultants shall be in accordance with the outline in Attachment D.The Designer shall also prepare and submit to the Owner for review and approval a schedule of all known items of information, approvals or decisions to be furnished or made by the Owner, including the dates by which the Owner shall have all information necessary from the Designer with respect to that item, approval or decision and the date by which the item of information, approval or decision should be communicated to the Designer.The Owner shall always have a reasonable time within which to provide such item of information, approval or decision and shall not have any responsibility for any delay occurring by reason of the Owner's being unable,through no fault of the Owner,to supply such item of information, approval or decision. 6 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 6.1.3 Should the Owner determine that the Designer is behind schedule, it may require the Designer to expedite and accelerate its efforts, including providing additional manpower or overtime, as necessary,to perform its services in accordance with the Key Milestone Listing at no additional cost to the Owner. 6.1.4 The commencement date for the Designer's Basic Services shall be the date of delivery to the Designer from the Owner of a fully executed original of this Agreement. 6.2 Adjustments to the Schedule 6.2.1 If the Designer's work on the Project is or will be delayed for more than sixty(60) days through no fault of the Designer, or if the Owner increases or decreases the scope or size of the Project by ten percent (10%) of currently estimated Total Project Cost,the Designer shall give prompt written notice to the Owner. Provided that such notice has been given,the Designer may request in writing an adjustment in the Key Milestone Listing dates, which shall be granted by the Owner to the extent reasonable. ARTICLE 7 DESIGNER'S COMPENSATION 7.1 Compensation for Basic Services 7.1.1 Compensation for Basic Services shall include all compensation due the Designer from the Owner for all services under this Agreement. 7.2 Breakdown of Compensation for Basic Services Not-to-exceed Compensation for Basic Services consists of the following compensation for the following separate categories of services: 7.2.1 Schematic Design Phase. Lump Sum (Insert Lump Sum or Time and Materials as appropriate)fee of 0. 7.2.2 Design Development Phase. Lump Sum fee of 0. 7.2.3 Construction Document Phase. Lump sum fee of 91,000.00. 7.2.4 Bidding and Contract Award. Lump sum fee of$6,500.00. 7.2.5 Construction Phase. Lump sum fee of$26,000.00. 7.2.6 Post Construction Phase. Lump sum fee of$6,500.00. 7.2.7 Additional Basic Services (Select all that apply): fee of fee of fee of fee of 7 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 7.3 Payment for Basic Services Rendered, as described in Attachment B 7.3.1 Payment to the Designer for Basic Services shall become due and payable as progress deliverables and categories of services are completed. Upon completion of each category, payment will be made by the Owner within 30 calendar days of receipt of an invoice which is in form and substance acceptable to the Owner. When applicable such invoice shall include supporting documentation, as designated by Owner,for any reimbursable expenses claimed by Designer. In the event the Owner finds any part or parts of all or any portion of an invoice presented by the Designer not to be acceptable, it shall identify to the Designer the part or parts which are not acceptable and shall pay the part or parts of the invoice which are acceptable, if any. This paragraph is not intended to indicate Owner satisfaction of any work or services. No deductions shall be made from the Designer's fees for basic services except in accordance with this Agreement or to reimburse the Owner for costs or expenses incurred or anticipated to be incurred for which the Designer is liable. 7.3.2 If the Owner increases or decreases the scope of the Project by two percent (2%) or more of the currently estimated Total Project Cost,the compensation for Basic Services shall be equitably adjusted. 7.4 Compensation for Hourly Not-to-Exceed and Additional Services 7.4.1 With respect to Hourly Not-to-Exceed Services performed by the Designer in accordance with this Agreement, the Designer shall be compensated at the hourly rates or unit pricing shown in Attachment F to this Agreement. 7.4.2 With respect to Additional Services performed by the Designer in accordance with Article 5 or any Addendum or Amendment to this Agreement,the Designer shall be compensated at the hourly rates shown in Attachment F to this Agreement, unless the Owner and the Designer otherwise agree in writing. 7.5 Reimbursable Expenses 7.5.1 Reimbursable expenses are in addition to the fees for the Professional Design of the HVAC systems at the Richard E. Whitted Complex to include both buildings A and B, and are for the following expenditures to the extent reasonable and actually incurred by the Designer, its employees, or Consultants with respect to the Project: A. NONE, or other items mutually agreed upon between the Owner and Designer as described in Attachment B. Any unit price agreements are designated in Attachment F. 7.5.2 Designer and its Consultants may be entitled to reasonable mark-up on actual expenses which are incurred subject to written approval by Owner. 7.6 Accounting Records 7.6.1 Accounting records of the Designer's compensation for Additional Services and Reimbursable Expenses pertaining to the Project shall be maintained by the Designer and its Consultants in accordance with generally accepted accounting practices and shall be available for inspection by the Owner or the Owner's representatives at mutually convenient times for a period of five (5)years after the later of final completion of the Project or issuance of a certificate of occupancy for the Project. 7.7 Total Compensation 7.7.1 Total compensation to the Designer, including Basic Services,Additional Services and Reimbursable Expenses shall not exceed One Hundred Thirty Thousand Dollars ($130,000.00). 8 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B ARTICLE 8 RESPONSIBILITIES OF THE OWNER 8.1 Cooperation and Coordination 8.1.1 The Owner shall meet with the Designer as necessary at mutually convenient times to provide information necessary to enable the Designer to develop a detailed written analysis and complete needs summary of the Project. 8.1.2 The Owner shall examine documents submitted by the Designer and shall make reasonable efforts to render decisions pertaining thereto no later than the dates specified in the schedule for such decisions described in Article 6.1.2. 8.1.3 Angel Barnes shall be the Owner's Construction Projects Administrator and shall act in the Owner's behalf and as its representative with respect to the Project and shall have the authority to render decisions and approve changes in the scope of the Project within guidelines established by the County Manager and the Board of County Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Owner may replace the individual serving as Construction Projects Administrator at any time. Should such replacement occur Designer will be so informed within a reasonable time. 8.2 Surveys and Testing 8.2.1 The Owner shall furnish the Designer with a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees, and other pertinent information reasonably requested by the Designer including that concerning available service and utility lines, both public and private, above and below grade, including inverts. 8.2.2 The Owner shall provide the services of a geotechnical engineer or other consultant, or compensate for such sub-consultant services provided by the Designer, when such services are reasonably deemed necessary by the Designer, and agreed and consented to in writing by Owner, as shown on the Designer's schedule described in Article 6.1.2,to provide reports,test borings,test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining subsoil, air and water conditions, all together with reports and appropriate professional recommendations thereof to ensure construction materials and geotechnical requirements of the construction contract are met. 8.2.3 All services, data, information, surveys and reports required of the Owner pursuant to this Article 8, shall be furnished at the Owner's expense and, absent any negligence or failure to follow professional standards on the part of Designer, the Designer shall be entitled to rely upon the accuracy and completeness of such services, data, information, surveys and reports. 8.3 Permits and Approvals 8.3.1 The Owner shall secure and pay for all necessary permits, licenses, approvals, easements, assessments, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities.The Designer shall provide the Owner with a schedule of all required approvals and of the dates by which application for such approvals must be made in order to avoid any risk of delay to the Project, prepare necessary application forms, present documents requiring approval by the Owner and submit documents with the Owner's approval to the appropriate approval agency. 9 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B ARTICLE 9 INSURANCE 9.1 General Requirements 9.1.1 The Designer shall purchase and maintain and shall cause each of its Consultants to purchase and maintain during the period of performance of this Agreement, and for five (5)years after the later of final completion of the Project or issuance of a Certificate of Occupancy of the Project, insurance for protection from claims under workers' or workmen's compensation acts; Comprehensive General Liability Insurance (including broad form contractual liability and complete operations, explosions, collapse, and underground hazards coverage) covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Designer's or Consultants' employees or any other person and to real and personal property including loss of use resulting thereof; Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Designer or its agents, Consultants and employees. 9.1.2 The minimum insurance ratings for any company insuring the Designer shall be Best's A-. Should the ratings of any insurance carrier insuring the Designer fall below the minimum rating,the County may, at its option, require the Designer to purchase insurance from a company whose rating meets the minimum standard. 9.2 Limits of Coverage 9.2.1 Designer shall obtain, at its sole expense, Commercial General Liability Insurance,Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A(if no additional insurance required leave blank or mark N/A as being not applicable). Designer shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 9.2.2 All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the Owner as an additional insured party for the insurance. 9.3 Proof of Coverage 9.3.1 Evidence of such insurance shall be furnished to the Owner. Upon cancellation, non-renewal or reduction,the Consultant shall procure substitute insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the periods specified herein. 9.4 Indemnity 9.4.1 To the extent authorized by North Carolina law the Designer agrees, without limitation,to indemnify and hold harmless the Owner from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily 10 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Designer except to the extent same are caused by the negligence or willful misconduct of the Owner. 9.5 Owner's Insurance Option 9.5.1 At any time during the performance of this Agreement, the Owner may, at its sole option, provide for itself,for the Designer and for its Consultants any or all of the insurance coverage required under the Article. 9.5.2 If the Owner elects to provide such coverage it shall notify the Designer in writing and provide to the Designer such certificate or certificates of coverage as may be applicable. 9.5.3 If the Owner elects to provide such coverage it shall be entitled to pro rata reduction in the fees for Basic Services equal to the cost of providing such coverage to the Designer and its Consultants. ARTICLE 10 AMENDMENTS TO THE AGREEMENT 10.1 Changes in the Designer's Basic Services 10.1.1 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 Owner and the Designer.The Designer shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the Owner or a written notice from the Owner directing the Designer to proceed,whichever is earlier. 10.2 Owner Changes 10.2.1 The Owner may, without invalidating this Agreement, make written changes in the Designer's Basic Services or Additional Services of this Agreement by preparing and executing a Change Order. Within three (3) days of receipt of such a Change Order, the Designer shall notify the Owner in writing of any change contained therein that the Designer believes significantly increases or decreases the Designer's services with respect to the Project and request an adjustment in compensation with respect thereto. If the Change Order significantly increases or decreases the Designer's services,the Designer's compensation may be equitably adjusted. ARTICLE 11 TERMINATION AND SUSPENSION 11.1 Termination for Convenience of the Owner 11.1.2 This Agreement may be terminated without cause by the Owner and for its convenience upon seven (7) days written notice to the Designer. 11.2 Other Termination 11.2.1 After seven (7) days written notice to the other party of its material breach of the Agreement,this Agreement may be terminated by the noticing party, provided that the other party has not taken all reasonable actions to remedy the breach. 11 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 11.2.2 Designer acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of Owner's obligations under this Agreement,then this Agreement shall automatically expire without penalty or further cost to Owner immediately upon written notice to Designer of the unavailability or non-appropriation of public funds. 11.2.3 In the event of a change in the Owner's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty or further cost to Owner upon written notice to Designer of such limitation or change in Owner's legal authority. 11.2.4 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 terminating party has taken all reasonable steps to complete the performance of its obligations. 11.2.5 Owner shall have sole authority to determine the reasonableness of Designer's actions to remedy any breach or complete performance of its obligations. 11.3 Compensation after Termination 11.3.1 In the event of termination for the convenience of the Owner,the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination, plus five percent (5%) of its compensation for Basic Services earned to date or of its unearned compensation for Basic Services, whichever is less, less any costs or expenses incurred or anticipated to be unearned by the Owner due to errors or omissions of the Designer. 11.3.2 In the event of termination by reason of a material breach of the Agreement by the Owner,the Designer shall be entitled to the same compensation as it would have received had the Owner terminated the Agreement for convenience, and the Designer expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer, the Designer shall be paid that portion of its 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 Owner due to errors or omissions of the Designer or by reason of the Designer's breach of this Agreement. 11.3.4 Should this Agreement be terminated as provided under this Article 11 the Owner shall be granted, at no additional cost, ownership of all documents, drawings, and electronic databases relating to the Project, including the ownership and use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession of the Designer.The Designer shall turn over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original drawings, specifications, documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion of the Project,the Owner shall indemnify and hold the Designer harmless, to the extent authorized by North Carolina Law, from and against any cost,expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner, its contractor(s), agents or employees in connection with Owner's use of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services, as 12 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B may have been amended.The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants.The Owner agrees that the Designer may retain one set of drawings for its records. 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and its Consultants to perform such additional effort as may be necessary to provide professionally certified and sealed drawings and to deliver to the Owner such certified and sealed drawings with respect to any phase or item of the project,for which effort the Designer shall be compensated in accordance with this Agreement. Upon request of the Owner,the Designer shall submit to Owner all relevant documentation, including but not limited to,job cost records,to support its claims for final compensation. 11.4 Suspension 11.4.1 The Owner may, in writing, order the Designer to suspend, delay or interrupt all or any part of its Services on the Project for the convenience of Owner. 11.4.2 In the event the Designer believes that any suspension, delay or interruption of any or all of the Work on the Project, may require an extension of the duration of Basic Services or an increase in the level of staffing by Designer, it shall so notify the Owner and propose an amendment of the Key Milestone Listing for consideration of the Owner. Such amendment or extension shall be effective only upon the written approval of the Owner,which will not be withheld unreasonably. 11.4.3 A suspension, delay or interruption of the Project shall not terminate this Agreement; provided, however,that if such suspension, delay or interruption causes a suspension of the Designer's services for a period exceeding ninety(90) days,the Designer's compensation for Basic Services may be equitably adjusted upon mutual agreement of the parties. 11.5 Waiver 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to require compliance by the Designer with any provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall not constitute a waiver of any claim for damages by the Owner for any breach of this Agreement or a waiver of any other required compliance with this Agreement by the Designer. 11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential Damages include: A. Damages incurred by Owner for loss of use, income, financing, or business. B. Damages incurred by Designer for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. ARTICLE 12 ADDITIONAL PROVISIONS 12.1 Confidentiality 12.1.1 The Designer and its Consultants shall use their best efforts not to disclose or permit the disclosure of any confidential information relating to the Project, except to its agents, employees and other Consultants who need such confidential information in order to properly perform their duties relative to this Agreement. 13 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 12.2 Limitation and Assignment 12.2.1 The Owner and the Designer each bind themselves,their successors, assigns and legal representatives to the terms of this Agreement. Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the other. 12.3 Governing Law 12.3.1 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. 12.4 Dispute Resolution 12.4.1 Any dispute arising under pursuant to the Project shall be addressed under the terms of the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. These rules and regulations are available upon request. 12.4.2 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, and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. 12.5 Extent of Agreement 12.5.1 This Agreement represents the entire and integrated agreement between the Owner and the Designer and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and the Designer. 12.6 Severability 12.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be enforceable without such provision. 12.7 Ownership of Documents 12.7.1 All designs, drawings, specifications, design calculations, notes and other works developed in the performance of this contract shall become the property of the Owner and may be used on any other project without additional compensation to the Designer. Designer does not warrant the use of the documents by the Owner or by any person or entity for any purpose other than the Project as set forth in this agreement. 12.8 E-Verify 12.8.1 Pursuant to the terms of North Carolina General Statutes no county may enter into a contract unless the Designer and its subconsultants comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Designer's breach of this Agreement. By executing this Agreement Designer affirms Designer is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 14 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 12.9 Electronic Signatures 12.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 12.10 Iran Divestment and Israel Boycott 12.10.1 Designer certifies that, as of the date listed below, it is not on the Final Divestment List as created by the State Treasurer pursuant to N.C.G.S. § 147-86.58 or the final boycott list created by the State Treasurer pursuant to N.C.G.S. §147-86.81 nor shall Designer utilize in the performance of this Agreement any subcontultant or consultant identified on such lists. 12.11 List of Attachment and Referenced Documents and Priority 12.11.1 The design documents consist of this Agreement and the attached and referenced documents. The attachment and referenced documents are listed in this Section 12.11.1 and are incorporated herein and made part of this Agreement by reference. In the event of any inconsistency between or among the terms of this Agreement and any of the incorporated listed documents such inconsistency or conflict shall be interpreted in the following order of priority: This Agreement Attachment A- Description of the Project Attachment B- Description of Basic Services Attachment C- Format of Total Project Cost Estimate(s) Attachment D- Key Milestone Listing Attachment E-Consultants and Key Personnel Attachment F- Hourly Rates Schedule Request for Qualifications Statement of qualifications IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY: DESIGNER: By:C�a `� 3/28/2023 Sfwepb 3/27/2023 o�es,a uEa w `" By: Bonnie Hammersley, County Manager Steve Campbell, Printed Name and Title Printed Name and Title Progressive Design Collaboration, Ltd. 3101 Poplarwood Court Suite 320 Raleigh, NC 2764 15 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 16 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4 BOO B ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: Progressive Design Collaborative, Ltd Party/Vendor Contact Person: Steve Campbell (scampbell(a)pdcengineers.com) Contact Phone:919.790.9989 Party/Vendor Address:3101 Poplarwood Court,Ste 320 City Raleigh State:NC Zip:27604 Department:AMS Amount:$130,000 Purpose:Professional Design Services for the Whitted Building A&B HVAC Replacement Budget Code(s): 61370035-870000-30018 Vendor#67031 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date April 3,2023 Approved by Board Yes®No❑ Agenda Date:March 21,2023---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 Sfw+ 4w of Date: 3/27/2023 Czooecosaa,eoaFs. 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: kV 3/27/2023 Office of the Chief Financial OfficerC Date: ,�E„a,a�,� Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney des hm" Date: 3/28/2023 ,_ooFoa�Fs. 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: 17 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4 BOO B Attachment A-Description of the Project Provide professional services for the Richard E. Whitted Buildings "A" and "B", which includes replacing the air cooled chiller, (2) condensing boilers, all chilled water and hot water pumps, new DDC controls, one air handler unit, coils, fans, dampers in built-up air handler units, replace elevator equipment room unit, replace (5) ductless split systems, and replacing approximately(50)vav boxes. 18 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4 BOO B Attachment B - Description of Basic Services Site Visits as required to complete the design. Submit plans to owner and address comments as needed. Construction drawing phase with specifications suitable for a formal/informal public bid. Conduct pre-bid and provide addendum as needed. Receive bids, certify bid tabulation, and provide a letter of recommendation. Conduct a preconstruction conference. Review shop drawings and address RFI's as needed. Review pay applications and provide a recommendation letter. Site visits during construction activities as required. As-built drawings in PDF and hard copy. 19 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B Attachment C - Format of Total Project Cost Estimate ORANGE COUNTY Attachment C---Project Cost Estimate PROJECT IDENTIFICATION: PROJECT CITY or LOCATION: (Definitions/explanations are provided on pg 2 to assist in completion of this form.) CURRENT ESTIMATED CONSTRUCTION COSTS QTY UNIT COST PER UNIT TOTAL A. Site Preparation 1. Demolition $0 2. Site Work $0 B. Construction 1. Utility Services $0 2. Building Construction(new space) $0 3. Building Construction(existing) $0 4. Plumbing(new space) $0 5. HVAC(new space) $0 6. Electrical(Includes TV&Radio Studio) $0 7. Fire Supression and Alarm Systems $0 8. Telephone,Data,Video $0 9. Associated Construction Costs $0 10. Other: $0 C. Equipment 1. Fixed $0 2. Moveable $0 ESTIMATED CONSTRUCTION COSTS $0 Items below may be calculated by percentage or lump sum. If using lump sum,make entry in$field. DESIGN FEE % (%of Estimated Construction Costs) $0 PRECONSTRUCTION COSTS % (%of Estimated Construction Costs) $0 CONTINGENCIES % (%of Estimated Construction Costs) $0 ESTIMATED COSTS (%of Estimated Construction Costs+Contingencies+Design Fee) $0 Escalation=percent per month multiplied by number of months (From Est.Date to mid-point of construction)= months %per month ESCALATION COST INCREASE (Total of Estimated Costs x Escalation%) $0 ESTIMATED TOTAL PROJECT COSTS (Estimated Costs+Escalation Cost Increase if any) $0 APPROVED BY: TITLE DATE DEFINITIONS 20 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B Item on Form Definition Attach basis and justification for estimate. Include description,quantities,units, CURRENT ESTIMATED CONSTRUCTION COST special features,similar cost on recent projects,etc. A. 1. Demolition Includes but may not be limited to lead or asbestos testing and removal,building or interior space demolition in whole or part. A.2.Site Work Includes but may not be limited to grading,excavating, poor soils or rock removal, utilities relocation,roads,walks,parking,streambank repairs,stormwater management,retaining walls,rainwater harvesting systems,landscaping. Attach explanation of any special building, mechanical,or electrical service B. 1. Utility Services requirements with appropriate distance to existing buildings,water,gas,electrical or other utility service. B.9. Associated Construction Costs Includes but may not be limited to construction fire alarm testing, utility shut downs, utilities,signage,security,displaced parking,staging,lock cores, keys,permits. B. 10. Other List other signficant sources of cost not included elsewhere. Additional lines may be added if needed. PRECONSTRUCTION Includes but may not be limited to land surveys,lead/asbestos surveys, COSTS environmental assessments,copying, postage,costs of print advertising,and destructive testing. For CM at Risk, preconstruction costs are consistent with the requirements of the preconstruction services agreement. CONTINGENCIES Unanticipated or unforseen conditions including but not limited to design error and omissions,concealed site conditions, utility conflicts,and extended overhead resulting from weather or other delay. 21 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B Attachment D - Key Milestone Listing To be determined 22 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4 BOO B Attachment E - Consultants and Key Personnel Steve W. Campbell, PE LEED AP Principle-in-Charge Client Management Jason Vincik, PE PDC Senior Mechanical Engineer/Project Manager Chris Ricard PDC Mechanical Designer Jason Tomaszewski PDC Director of Electrical Engineering - Senior Designer James T. Butkovich, PE PDC Senior Electrical Engineer Additional resources available as needed: Zane Weaver, PE—Full-Time Construction Administrator Grey Smith - Electrical Designer Michael Schulman, CMGI—Plumbing &Fire Protection Designer David Lowry—BIM Manager Note: If an architect or structural engineer is required, we will use Smith Sinnett Architecture and/or Lynch Mykins Structural Engineers. They are both HUB-Certified firms and have worked with PDC on numerous successful HVAC projects. 23 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B Attachment F - Hourly Rates Schedule N/A 24 Revised 06/21 DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B ATTACHMENT"A" Progressive Design Colloborobve o 3101 Poplorwood Court, Suite 320 Roleigh, North Ccrolino 27604 919-790-9989 December 14, 2022 Angel Barnes Capital Projects Manager Orange County Asset Management Services 306 Revere Road, A102 Hillsborough, NC 27278 Re: HVAC Upgrades Angel: Thank you for asking Progressive Design Collaborative to work with Orange County again. Based on the walk through we performed and the information to date I am proposing the following: Court Street Annex: • Replace the MDP panel in its current location • Budget: $130,000 + $15,000 in contingency • Fee: $13,000 • Bid Documents complete: March 2023 • Construction: March 2024 Motor Pool and Maintenance Shop: • Add ATS and Main building • Rework circuits/breakers to eliminate the manual breaker switching required • Add new generator and ATS for the Transportation office. • Use existing generator for Maintenance shop and install new ATS • Budget: $350,000 + $50,000 in contingency • Fee: $30,000 • Bid Documents complete: March 2023 • Construction: March 2024 Whitted Complex: • Replace air cooled chiller • Replace 2 condensing boilers • Replace all chilled water and hot water pumps • New DDC • Replace one AHU completely • Replace the coils, fans, dampers, etc in two built-up AHU's • Replace elevator equipment room unit • Replace about 5 ductless splits • Replace approximately 50 vav boxes • Budget: $1,600,000 + $100,000 in contingency f �� pdcengineers.com DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B • Fee: $130,000 • Bid Documents complete: June 2023 • Construction: June 2024 — December 2024 Piedmont Food Processing Center: • Replace 8 packaged units and 2 split systems • Budget: $325,000 + $25,000 contingency • Fee: $30,000 • Bid Documents complete: April 2023 • Construction: November 2023 West Campus Office Building: • Add in-row cooling for data rack • Budget: $30,000 + $5,000 contingency • Fee: $6,000 • Bid Documents complete: March 2023 • Construction: March 2024 Passmore Senior Center: • Replace 5 RTU gas packs • Replace three exhaust fans • Replace on ductless split system • New DDC for the new equipment • Budget: $400,000 + $50,000 contingency • Fee: $35,000 • Bid Documents complete: April 2023 • Construction: March 2024 Hockey Building: • Replace fluid cooler • Replace rink RTU • Budget: $700,000 + $50,000 contingency • Fee: $55,000 • Bid Documents complete: May 2023 • Construction: May 2024 1 am proposing the following services: • Site visits as required to complete the design • Submit plans to owner and address comments as needed • Construction drawing phase with specifications suitable for a formal/informal public bid • Conduct pre-bid and provide addendum as needed • Receive bids, certify bid tabulation, and provide a letter of recommendation • Conduct a preconstruction conference • Review shop drawings and address RFI's as needed • Review pay applications and provide a recommendation letter • Site visits during construction activities as required • As-built drawings in pdf and hard copy Exclusions: 1. Equipment beyond the list above 2. Hazardous material testing or abatement services 3. Commissioning DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B 4. Architectural design All dates are based off receiving fee approval by 1/10/23 Please call me if you have any questions. Sincerely, s� �)k Steve W. Campbell, P. E. PROGRESSIVE DESIGN COLLABORATIVE, LTD. DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 01/12/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Carmen Canady NAME: Insurance Management Consultants,Inc. pAJC o Ext: (704)799-1600 n/Xc,No): (704)799-2955 P.O.Box 2490 E-MAIL cert@imcipls.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Davidson NC 28036 INSURERA: Hartford Underwriters Ins Co 30104 INSURED INSURER B: Nutmeg Insurance Company 39608 Progressive Design Collaborative,Ltd. INSURER C: Travelers Casualty&Surety Company 19038 3101 Poplarwood Ct INSURER D: Suite 320 INSURER E: Raleigh NC 27604 INSURER F: COVERAGES CERTIFICATE NUMBER: 22/23 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEADDLSUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DDIYYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO_7CLAIMS-MADE � OCCUR PREM SES Ea oNcE ante $ 1,000,000 X General Liability MED EXP(Anv one person) $ 10,000 A Y 22SBWAT6PP1 08/16/2022 08/16/2023 PERSONAL&ADV INJURY $ 2,000,000 GEN-LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X JECT LOC PRODUCTS AGG $POLICY ❑ PRO 4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ $2 000 000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y 22SBWAT6PP1 08/16/2022 08/16/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPE DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accidentRTY X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE Y 22SBWAT6PP1 08/16/2022 08/16/2023 AGGREGATE $ 5,000,000 DED RETENTION $ 10,000 $ WORKERS COMPENSATION A STATUTE EERH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBER EXCLUDED? NIA Y 22WEGAT6PSX 08/16/2022 08/16/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Claim $3,000,000 C Professional Liability 105662340 08/16/2022 08/16/2023 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) If required by written contract and executed prior to any loss,Orange County,its officers,official agents,and employees are included as additional insured under the general,auto and umbrella policies subject to all policy terms and conditions.If required by written contract and executed prior to any loss,a waiver of subrogation is provided for the workers compensation policy subject to all policy terms and conditions.Policies provide 30 day notice of cancellation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Risk Management AUTHORIZED REPRESENTATIVE PO Box 8181 Hillsborough NC 27278 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any"occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury" or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury"or"property damage" included within the "products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 Page 3 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD FOLLOWING FORM ENDORSEMENT - AUTOMOBILE LIABILITY This endorsement modifies insurance provided under the following: UMBRELLA LIABILITY SUPPLEMENTAL POLICY Except as otherwise stated in this endorsement, the terms and conditions of the Supplemental Policy apply. A. The following is added to Paragraph A.2., Exclusions: Automobile Liability (1) This Supplemental Policy does not apply to liability arising out of the: (a) Ownership; (b) Operation; (c) Maintenance; (d) Use; (e) Entrustment to others; or (f) "Loading or unloading"; Of any"auto" or"customer's auto". This exclusion applies even if the claims against any "insured" allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that "insured", if the "occurrence" which caused the injury or"damage" involved the ownership, maintenance, use, entrustment to others, or "loading or unloading", of any"auto" or"customer's auto". (2) EXCEPTION However, this exclusion does not apply to the extent that the "underlying insurance" provides coverage for such "auto" or"customer's auto" described in the Schedule of Underlying Insurance. Any coverage restored by this EXCEPTION applies: (a) Only to the extent of the coverage provided by the "underlying insurance" and in no event shall this umbrella coverage apply to any claim or"suit" not covered by the "underlying insurance". (b) Only to the extent that such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Extension Schedule of Underlying Insurance; and (c) Only to the extent that any claim or "suit" is otherwise covered by the terms and conditions of this Supplemental Policy. B. The following is added to Section F., DEFINITIONS: "Customer's auto" means a customer's land motor vehicle, trailer or semitrailer while left with you for service, maintenance, repair, storage, parking or safekeeping. "Customer's auto" does not include a customer's land motor vehicle, trailer or semitrailer owned by or rented or loaned to any"insured". Form SU 30 08 10 18 Pagel of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT - UMBRELLA This endorsement modifies insurance provided under the following: UMBRELLA LIABILITY SUPPLEMENTAL POLICY Except as otherwise stated in this endorsement, the terms and conditions of the Supplemental Policy apply. A. The following is added to Paragraph 2. of Section C. WHO IS AN INSURED: a. Any person or organization when you have agreed, because of a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision, to provide insurance such as is afforded under this Supplemental Policy, but only with respect to your operations performed by you or on your behalf, "your work"or facilities owned or used by you. This provision does not apply: (1) Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury," "property damage," or"personal and advertising injury"; (2) Unless the limits of liability specified in such written contract, written agreement or permit are greater than the limits of liability provided by the "underlying insurance"; and (3) Beyond the period of time required by the written contract, written agreement or permit; However, no such person or organization is an "insured" under this provision if such person or organization qualifies as an "insured" by any other provision of this Supplemental Policy. b. With respect to the insurance afforded to the persons or organizations qualifying as an "insured" in Paragraph a. above, the following additional exclusion applies: (1) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an "insured", if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. c. The insurance afforded to such "insured" will not be broader than that which you are required by the contract, agreement or permit to provide for such "insured". d. The insurance afforded to such "insured" only applies to the extent permitted by law. Form SU 00 02 10 18 Pagel of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) DocuSign Envelope ID:3D4D20DD-E384-4780-B168-B7B2CCA4B00B It UJI . „- i�,A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 22 WEG AT6PSX Endorsement Number: 1 Effective Date: 10/31/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Progressive Design Collaborative, Ltd. 3101 POPLARWOOD CT STE 320 RALEIGH NC 27604 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 11/17/22 Policy Expiration Date: 08/16/23