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HomeMy WebLinkAbout2024-505-E-DEAPR-Ballentine Associates-To mark stake the property line of the County held Headwaters Preserve Greene Tract lot A PIN-9870-85-1419Revised 01/24 1 [Departmental Use Only] TITLE HW BoundaryMarking FY 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 21st day of August, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Ballentine Associates, PA. , (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): To mark/stake the property line of the County held Headwaters Preserve (Greene Tract, Lot A, PIN# 9870-85-1419) in such a way that line of sight exists between each stake. 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 with applicable federal, state and local laws and regulations applicable to the Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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 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. Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Field crews to stake property line in such a way that line of sight exists between each stake on the property line with a maximum spacing of 100 feet, and prepare and provide a PDF map depicting locations of set stakes. 4. Duration of Services a. Term. The term of this Agreement shall be from August 21st, 2024 to November 21st, 2024. 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 August 21st, 2024. 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 Eight Thousand Seven Hundred Fifty Dollars ($8,750). 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 a. Cooperation and Coordination. The County has designated (Christian Hirni, Land Conservation Manager) to act as the County's representative with respect to the Project Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 4 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 terminate this Agreement upon notice to the other party that obligations pursuant to this Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 5 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: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 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 Orange County 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 by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. 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 functions, by state or federal legislative or regulatory action, which adversely affects Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 7 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:Christian Hirni Ballentine Associates, PA. P.O. Box 8181 221 Providence Road Hillsborough, NC 27278 Chapel Hill, NC 27514 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 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: _________________________________ Travis Myren, County Manager By: __________________________________ David E. Bowers, PLS. Director of Surveying, Ballentine Associates, PA. Printed Name and Title Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Ballentine Associates, PA. Vendor Contact Person: Julian Smith, CST III Phone: 919-929-8090 Address: 221 Providence Road City Chapel Hill State: NC Zip: 27514 Department: DEAPR Amount: $8,750 Purpose: To mark/stake the property line of the County held Headwaters Preserve (Greene Tract, Lot A, PIN# 9870- 85-1419) in such a way that line of sight exists between each stake. Budget Code(s): 61370035 850000 20011 Vendor # 59263 Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date August 21, 2024 End Date November 21, 2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: November 7, 2022); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: November 16, 2021) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmat ively state work on this project has not been initiated prio r to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have alread y begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 8/21/2024 8/26/2024 8/29/2024 8/29/2024 Revised 01/24 10 Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75  Due Diligence  Land Planning  Civil Engineering  Surveying 221 Providence Road Chapel Hill, NC 27514 919.929.0481 ballentineassociates.com 30 July 2024 Christian Hirni Land Conservation Manager Orange County, Department of Environment, Agriculture, Parks and Recreation 1020 US Highway 70 W Hillsborough, NC 27278 Subject: Headwaters Preserve Line Staking Greene Tract Chapel Hill, NC Fee Proposal: Surveying Dear Christian, Ballentine Associates greatly appreciates the opportunity to submit this proposal to provide surveying services for the referenced project. Please review this document carefully as it contains our complete understanding of what the project includes (Project Program), what our services will be (Scope of Work for Basic Services), and what our services will cost. If I have misunderstood anything or inadvertently left anything out, please let me know and I will modify this document accordingly. Upon your acceptance, this document will become our Owner-Consulting Engineer Agreement. Project Program: •Property Address: Greene Tract, Lot A •PIN#’s: 9870851419 •Total Site Area: 60 acres •Scope of Work: Property Line Staking Only Subject Property Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Ballentine Associates Fee Proposal Headwaters Preserve Line Staking 30 July 2024 Page 2 of 3 2.00 Ballentine Associates Scope of Work for Surveying Basic Services The following survey work will be performed within the survey limits shown on the attached “Survey Limits” exhibit. 2.01 Project Management Fixed Fee = $750 2.01.1 Perform office support and due diligence. 2.01.2 Project management and quality control/quality assurance of survey services for this project. 2.01.3 Survey Project Manager review of field crew as-staked data and CAD files. 2.01.4 Prepare a map depicting locations of set stakes. 2.01.5 Deliverables: sealed survey in PDF format. 2.02 Property Line Staking Budget (not to exceed without prior approval) = $8,000 2.02.1 Recover and utilize existing on-site control by BA. 2.02.2 Field crews to stake property line in such a way that line of sight exists between each stake on the property line with a maximum spacing of 100 feet. 2.02.3 BA will provide point file containing North Carolina Grid coordinates for each stake. Total Budget for Surveying Basic Services (2.00) = $8,750 3.00 Scope of Work for Subconsultant Services – N/A 4.00 Scope of Work for Potential Additional Services – N/A 5.00 Estimated Reimbursable Expenses Surveying Estimated Expenses Budget = $100 Total Budget for Reimbursable Expenses (5.00) = $100 Total Project Budget (2.00 - 5.00): = $8,850 Notes: 1. If a problem is encountered during the boundary survey, such as, noticeable encroachment or overlap of adjoining property owners’, then we will stop work and notify you of the findings. Any work outside the original fixed or budget not to exceed fee services mentioned above will be charged at an hourly rate as noted in our attached “General Conditions of the Agreement” file. 2. Any additional revisions beyond the first round of review comments from governing recording agency, additional field location requested, or municipal-required surveys not contained in the above- mentioned scope of work, will be billed at an hourly rate according to the rate schedule in the attached Ballentine Associates, PA “General Conditions of the Agreement.” Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Ballentine Associates Fee Proposal Headwaters Preserve Line Staking 30 July 2024 Page 3 of 3 Exclusions: The following items are not included in the scope of this proposal based on our understanding of the project scope and of the services we have been asked to provide. However, we are happy to provide any of these items should they become necessary. •ALTA Survey. •Topographic Survey. •Plot Plan. •Access and/or Utility Easement Survey. •Construction Staking of any kind. •As-built survey of any kind. •Subsurface utility location (SUE). •Exterior elevations. •Cost estimating. •Municipal Fees: Impact Fees, Water/Sewer Frontage Fees, Permit Fees, etc. •Environmental delineations or permitting of any kind (except for S&E). •Any services not specifically listed under Scope of Services. Execution: Weather permitting, Ballentine Associates, PA can begin delivery of line-item No. 2.01 for review within 20 working business days after receipt of a Notice to Proceed (NTP). A working business day is any day, Monday through Friday, 8am to 5pm only. It does not include weekends or holidays. Should you find this proposal acceptable, please indicate so by signing below and returning a copy to my attention. We are prepared to begin work immediately and look forward to working with you toward the successful completion of this important project. Respectfully submitted, BALLENTINE ASSOCIATES, P.A. David E. Bowers, PLS Director of Surveying Attachments: General Conditions of the Agreement Survey Limits Exhibit Accepted by: Date: Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BALLENTINE ASSOCIATES, PA GENERAL CONDITIONS OF THE AGREEMENT Page 1 of 3 L:\Administrative\BA Staff Resources\3_Proposal Templates + Gen Conds\General Conditions\Current Word Versions\General Conditions of the Agreement.docx 1. Method of Compensation: The Client will be billed either on a fixed fee basis or on an hourly basis for the Scope of Work listed in the Agreement under Basic Services. If the Agreement specifies a fixed fee arrangement, the fixed fees are guaranteed for a duration of (6) months following the date of the proposal and are contingent upon the work covered in the proposal being completed within (18) months from the date of the proposal. If the Agreement specifies an hourly arrangement, billing will be based on the actual number of hours spent performing work described in the Agreement under “Scope of Services” times the following standard hourly rates: Principal ..................................... $195-250/hour Construction Administrator $90-125/hour Director of Engineering ............. $180-210/hour Senior Civil Designer ................. $120-135/hour Project Manager III .................... $170-200/hour Civil Designer II .......................... $105-120/hour Project Manager II ..................... $150-170/hour Civil Designer I ........................... $95-105/hour Project Manager I ...................... $130-150/hour Clerical/Administrative .............. $70-90/hour Professional Engineer II ............. $140-155/hour Director of Survey .................... $140-190/hour Professional Engineer I.............. $125-140/hour Survey Project Manager ............ $110-180/hour Engineering Intern II .................. $110-135/hour Survey CAD Tech ..................... $65-125/hour Engineering Intern I ................... $95-110/hour Survey Field Crew ..................... $100-200/hour Each task listed in the Scope of Services shall be performed by our firm in a manner consistent with the Client’s prior direction, approved preliminary documents and with standard engineering and surveying practices. The rates listed above are subject to change. Hourly invoices will include a breakdown of the time spent on each task, with the date, number of hours, the personnel involved, and a brief description of the work that was performed for each block of time. 2. Additional Services: Any service provided by our firm that is not specifically listed in the Scope of Work shall be an Additional Service. Some typical examples of Additional Services include but are not limited to; (1) redesign requested by the Client, (2) redesign due to a change in policy by a governing jurisdiction, (3) re-staking and (4) construction period extended beyond the time stated in the Agreement. Changes in the Scope of Work, initiated by others, requiring civil design revisions after preliminary plan approval by the Client will be considered Additional Engineering Services. Billing for Additional Services shall be based on one of the following two methods: a) On a fixed fee basis: A fixed Fee Amendment proposal will be prepared for any Additional Service where the scope of work can be clearly defined unless we agree to provide such services on an hourly basis. The Fee Amendment will include a Scope of Work for Additional Services and a fixed fee based on that scope of work. Upon acceptance of the Fee Amendment by the Client, it will become part of the original Agreement and all pertinent sections of this document shall apply. b) On an hourly basis: An hourly Fee Amendment proposal will be prepared for any Additional Service where the scope of work cannot be clearly defined. The Client will be billed on an hourly basis for the actual number of hours spent performing the work described in the Fee Amendment in accordance with the standard hourly rates listed above. An estimated budget can be provided at the Client’s request, but the budget is not to be considered a “not-to-exceed” budget unless specifically stated so. 3. Reimbursable Expenses: The following Reimbursable Expenses and Unit Billing items (together referred to as “Reimbursable Expenses) are not included in the fees quoted for engineering, surveying, or consultant services and will be billed separately with each invoice, unless specifically stated otherwise in the agreement. An estimated budget will be provided for Reimbursable Expenses, but the budget is not to be considered a “not-to-exceed” budget unless specifically stated so. Unit Billing: CAD Plotting (per sheet) Printing/Copying (per sheet) Sheet Size B&W Bond Color BondMylar Photocopies (8 ½ x 11 thru 11 x 17)………..$.25 11 x 17 $0.25 $0.25 $12.00 Facsimile Transmissions (per page)……………..$.25 18 x 24 $2.00 $6.00 $16.00 Large format copies………………………… $2.00 22 x 34 $2.00 $10.00 $17.00 24 x 36 $2.00 $12.00 $18.00 Survey Stakes & Irons (each) 30 x 42 $2.00 $17.50 $25.00 Survey stakes $0.75 36 x 48 $2.00 $24.00 $36.00 Survey Irons (18” iron pipe) $3.00 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BALLENTINE ASSOCIATES, PA GENERAL CONDITIONS OF THE AGREEMENT Page 2 of 3 L:\Administrative\BA Staff Resources\3_Proposal Templates + Gen Conds\General Conditions\Current Word Versions\General Conditions of the Agreement.docx Reimbursable Expenses: Mileage…………………………… $1.25/mile Outside Printing………………….Cost plus 15% Consultant Invoices…………….Cost plus 15% Postage & Express Mail………….Cost plus 15% Courier Service……………………Cost plus 15% Permit Fees…………….. Cost plus 10% 4. Billing and Payment: Invoices will be prepared on a monthly basis for work performed since the previous invoice date. Payment is due within thirty days. Interest on the unpaid balance shall accrue from the due date at the rate of 1.0 percent per month. Client agrees to pay all costs incurred by Ballentine Associates, PA in enforcing its rights hereunder, including, but not limited to, Ballentine Associates’ reasonable attorney’s and collection agency fees. 5. Allowances: Allowances may be used when the scope of work is unknown. The allowances shall include the costs that cause the work so covered to be furnished and performed. The sum of the allowance will be adjusted up or down accordingly when the actual cost is determined. 6. Ownership and Use of Documents: All Documents produced by the Engineers/Surveyors or for the Engineers/Surveyors under this Agreement (Documents), and the copyright of them, are and shall remain the property of the Engineers/Surveyors. The Client shall have a non-exclusive license to use, copy and reproduce the Documents in connection with the construction, repair, maintenance, and occupancy of the project. The license shall not be transferable, except with the written consent of the Engineers/Surveyors. The Engineers/Surveyors shall not be responsible for changes made in the Documents by anyone other than the Engineers/Surveyors or for the Client’s use of the Documents without the participation of the Engineers/Surveyors. The Client shall indemnify and defend the Engineers/Surveyors against all claims and liability arising out of such changes or such use. 7. Termination: Client shall have the right to terminate the services of Engineers/Surveyors for good cause relating to such services, and upon thirty (30) days prior written notice. The notice shall specify the reason for termination. Client shall make payment of all compensation due to Engineers/Surveyors through the date of termination within ten (10) days following receipt of a statement from Engineers/Surveyors. Upon termination of this Agreement for good cause, Client shall have no further right or license to retain, use or receive the benefit of such Documents without the express written authorization of Engineers/Surveyors. 8. Dispute Resolution: Resolution of any claims, disputes, and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be pursued through formal non-binding mediation, with the mediator to be selected by agreement between both parties to this Agreement. Mediation shall follow the procedures of the AAA. 9. Limitation on Liability: Engineers/Surveyors shall attempt to exercise reasonable diligence in performing its obligations under this Agreement, and in particular will attempt to exercise the standard of reasonable care typically exercised by Engineers/Surveyors of similar qualifications performing similar services in the area of the project. Notwithstanding the foregoing and recognizing that the fields of engineering and surveying are not absolute and exact sciences or disciplines, Engineers/Surveyors shall be liable to Client only for the gross negligence or willful misconduct of Engineers/Surveyors, its agents, and employees, in performing under or pursuant to this Agreement. Engineer’s/Surveyor’s liability to Client for such gross negligence or willful misconduct shall be limited to fees and other compensation paid to Engineers/Surveyors by Client under this Agreement or $50,000, whichever is less. Engineers/Surveyors shall not be responsible to Client for any consequential or incidental damages or liability suffered or incurred by Client, and Engineers/Surveyors shall have no liability to third parties under or pursuant to the Agreement unless such liability is the result of the gross negligence as willful misconduct of Engineers/Surveyors, its agents, and employees. There are no express warranties from Engineers/Surveyors to Client under or pursuant to this Agreement with respect to the Documents or any other products that may be furnished to Client by Engineers/Surveyors in the course of performing services under this Agreement. Engineers/Surveyors shall not be responsible for any hazardous waste, toxic substances, or any other material or matter of a like or similar nature discovered or uncovered on any project site by Engineers/Surveyors in performing the services under this Agreement. Furthermore, Engineers/Surveyors shall not be responsible for any acts or omissions of any contractor(s), and subcontractor(s), or any other persons, or the agents or employees of any of the foregoing, performing work or services on or in connection with the project for or on behalf of the Client, and in particular, Engineers/Surveyors shall not be responsible for the means, methods, techniques or procedures selected by such persons, or for safety precautions and programs incident to Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BALLENTINE ASSOCIATES, PA GENERAL CONDITIONS OF THE AGREEMENT Page 3 of 3 L:\Administrative\BA Staff Resources\3_Proposal Templates + Gen Conds\General Conditions\Current Word Versions\General Conditions of the Agreement.docx such persons’ work or services, or any failure of such persons to comply with any laws, ordinances, rules or regulations applicable to the work or services performed by such persons. The rights granted to Client under this Agreement are solely for Client’s benefit, and no third party shall be deemed to be a third-party beneficiary of such rights. 10. General Considerations: Engineers/Surveyors shall indemnify and save harmless Client for the intentional acts or negligence of Engineers/Surveyors. Client shall indemnify and save harmless Engineers/Surveyors for the intentional acts or negligence of Client. This agreement constitutes the entire agreement between Client and Engineers/Surveyors with respect to the services to be performed by Engineers/Surveyors under the Agreement and supersedes all prior negotiations, representation, or agreements, either written or oral, with respect to such services. There are no conditions, agreement, or representations between the parties except those expressed herein. This agreement may be altered, amended, or repealed only by a duly executed written instrument signed by Client and Engineers/Surveyors. This agreement shall be applied, construed, interpreted, and governed by and under the laws of the State of NC. The Client and Engineers/Surveyors, respectively, bind themselves, their partners, successors, assign, and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Client nor the Engineers/Surveyors shall assign or transfer any interest in this Agreement without the written consent of the other. These Conditions of the Agreement shall be incorporated into the attached letter and the letter, together with this General Conditions of the Agreement shall be deemed the “Agreement” of Client and Engineers/Surveyors. Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Survey Limits Exhibit Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 08/13/2024 Insurance Management Consultants, Inc. P.O. Box 2490 Davidson NC 28036 (704) 799-1600 (704) 799-2955 cert@imcipls.com Ballentine Associates, P.a. 221 Providence Rd Chapel Hill NC 27514 Sentinel Insurance Company 11000 Hartford Accident & Indemnity 22357 Hartford Underwriters Ins Co 30104 Liberty Insurance Underwriters 19917 24/25 All Lines Renewal A Y Y 22SBWAF0636 08/02/2024 08/02/2025 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 ` B Y Y 22UEGAF1081 08/02/2024 08/02/2025 1,000,000 Medical payments 5,000 A 10,000 Y Y 22SBWAF0636 08/02/2024 08/02/2025 5,000,000 5,000,000 C N Y 22 WEG CQ9796 08/02/2023 08/02/2025 1,000,000 1,000,000 1,000,000 D Professsional Liability AEXNYACBUMQ004 08/07/2023 08/07/2025 Per Claim $2,000,000 Aggregate $4,000,000 If required by an insured written contract, executed prior to any loss, Orange County, its officers, agents, and employees are Additional Insured on a primary and non-contributory basis for ongoing and completed operations under the General Liability and Auto Liability Policies, subject to all policy terms and conditions. If required by an insured written contract, executed prior to any loss, a Waiver of Subrogation is provided for General Liability, Auto Liability, and Workers Compensation Policies. Umbrella Policy follows form over General Liability, Auto Liability, and Employer's Liability Policies. Policies provide thirty (30) day notice of cancellation, other than ten (10) days for non-payment of premium. Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured"than other provisions of the Coverage Form, the provisions of this endorsement apply. 1.BROAD FORM INSURED d.Any "employee"of yours while using a covered "auto"you don't own,hire or A.Subsidiaries and Newly Acquired or borrow in your business or yourFormed Organizations personal affairs.The Named Insured shown in the C.Lessors as InsuredsDeclarations is amended to include: Paragraph A.1.-WHO IS AN INSURED -of (1)Any legal business entity other than a Section II -Liability Coverage is amended topartnershiporjointventure,formed as a add:subsidiary in which you have an ownership interest of more than 50%on e.The lessor of a covered "auto"while the the effective date of the Coverage Form. "auto"is leased to you under a written However,the Named Insured does not agreement if: include any subsidiary that is an (1)The agreement requires you to"insured"under any other automobile provide direct primary insurance for policy or would be an "insured"under the lessor andsuchapolicybutforitsterminationor (2)The "auto"is leased without a driver.the exhaustion of its Limit of Insurance. Such a leased "auto"will be considered a (2)Any organization that is acquired or covered "auto"you own and not a covered formed by you and over which you "auto"you hire.maintain majority ownership.However, the Named Insured does not include any D.Additional Insured if Required by Contract newly formed or acquired organization:(1)Paragraph A.1.-WHO IS AN INSURED (a)That is a partnership or joint -of Section II -Liability Coverage is venture,amended to add: (b)That is an "insured"under any other f.When you have agreed,in a writtenpolicy,contract or written agreement,that a (c)That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your business auto policy, such person or (d)180 days or more after its organization is an "insured", but only acquisition or formation by you, to the extent such person orunlessyouhavegivenusnoticeof organization is liable for "bodilythe acquisition or formation. injury"or "property damage"causedCoveragedoesnotapplyto"bodily by the conduct of an "insured" under injury"or "property damage"that results paragraphs a.or b.of Who Is Anfroman"accident"that occurred before Insured with regard to theyouformed or acquired the organization. ownership,maintenance or use of a B.Employees as Insureds covered "auto." Paragraph A.1.-WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 1 of 5of ISO Properties,Inc.,with its permission.) Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 E.Primary and Non-Contributory ifTheinsuranceaffordedtoanysuch Required by Contractadditionalinsuredappliesonlyifthe "bodily injury"or "property damage"Only with respect to insurance provided to occurs:an additional insured in 1.D.-Additional (1)During the policy period, and Insured If Required by Contract,the following provisions apply:(2)Subsequent to the execution of such written contract, and (3)Primary Insurance When Required By Contract(3)Prior to the expiration of the period of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured.agreement that this insurance be primary.If other insurance is also (2)How Limits Apply primary,we will share with all that otherIfyouhaveagreedinawrittencontractinsurancebythemethoddescribedinorwrittenagreementthatanother Other Insurance 5.d.person or organization be added as an (4)Primary And Non-Contributory To Otheradditionalinsuredonyourpolicy,the Insurance When Required By Contractmostwewillpayonbehalfofsuch additional insured is the lesser of:If you have agreed in a written contract or written agreement that this insurance(a)The limits of insurance specified in is primary and non-contributory with the the written contract or written additional insured's own insurance,this agreement; or insurance is primary and we will not(b)The Limits of Insurance shown in seek contribution from that otherthe Declarations.insurance. Such amount shall be a part of and not (3)(4)Paragraphs and do not apply to other in addition to Limits of Insurance shown insurance to which the additional insuredintheDeclarationsanddescribedinthishasbeen added as an additional insured.Section. When this insurance is excess,we will have no (3)Additional Insureds Other Insurance duty to defend the insured against any "suit"if If we cover a claim or "suit"under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit".If no other insurer by other insurance available to an defends,we will undertake to do so,but we will additional insured,such additional be entitled to the insured's rights against all insured must submit such claim or "suit"those other insurers. to the other insurer for defense and When this insurance is excess over otherindemnity. insurance,we will pay only our share of the However,this provision does not apply amount of the loss,if any,that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1)The total amount that all such otherthatthisinsuranceisprimaryandnon-insurance would pay for the loss in thecontributorywiththeadditionalinsured's absence of this insurance; andowninsurance. (2)The total of all deductible and self-insured (4)Duties in The Event Of Accident,Claim,amounts under all that other insurance.Suit or Loss We will share the remaining loss,if any,by the If you have agreed in a written contract method described in Other Insurance 5.d.or written agreement that another 2.AUTOS RENTED BY EMPLOYEESpersonororganizationbeaddedasan additional insured on your policy,the Any "auto"hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2.-DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT,CLAIM ,SUIT by adding the following: OR LOSS –OF SECTION IV – BUSINESS AUTO CONDITIONS,in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 2 of 5of ISO Properties,Inc.,with its permission.) Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 5 PHYSICAL DAMAGE -ADDITIONALIfan"employee’s"personal insurance also . TEMPORARY TRANSPORTATION EXPENSE applies on an excess basis to a covered "auto" COVERAGEhiredorrentedbyyour"employee"on your behalf and at your direction,this insurance will Paragraph A.4.a.of SECTION III -PHYSICAL be primary to the "employee’s"personal DAMAGE COVERAGE is amended to provide a insurance.limit of $50 per day and a maximum limit of 3.AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. 6.LOAN/LEASE GAP COVERAGEEXCLUSION5.-FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not Under SECTION III -PHYSICAL DAMAGE apply if you have workers'compensation COVERAGE,in the event of a total "loss"to a insurance in-force covering all of your covered "auto",we will pay your additional legal "employees".obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto"at the time of the "loss" insurance.and the "outstanding balance"of the loan/lease. 4.HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance"means the amount you owe on the loan/lease at the time of "loss"less If hired "autos"are covered "autos"for Liability any amounts representing taxes;overdueCoverageandifComprehensive,Specified payments;penalties,interest or chargesCausesofLoss,or Collision coverages are resulting from overdue payments;additionalprovidedunderthisCoverageFormforany mileage charges;excess wear and tear charges;"auto"you own,then the Physical Damage lease termination fees;security deposits not Coverages provided are extended to "autos" you returned by the lessor;costs for extendedhire or borrow,subject to the following limit. warranties,credit life Insurance,health,accidentThemostwewillpayfor"loss"to any hired or disability insurance purchased with the loan or "auto"is:lease;and carry-over balances from previous (1)$100,000;loans or leases. (2)The actual cash value of the damaged or 7.AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B.EXCLUSIONS -of (3)The cost of repairing or replacing the SECTION III -PHYSICAL DAMAGE damaged or stolen property,COVERAGE, the following is added: whichever is smallest,minus a deductible.The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto"for that airbag. coverage. No deductible applies to "loss"caused 8.ELECTRONIC EQUIPMENT -BROADENEDby fire or lightning. Hired Auto Physical Damage COVERAGEcoverageisexcessoveranyothercollectible a.The exceptions to Paragraphs B.4 -insurance.Subject to the above limit,deductible EXCLUSIONS -of SECTION III -PHYSICAL and excess provisions,we will provide coverage DAMAGE COVERAGE are replaced by the equal to the broadest coverage applicable to any following:covered "auto"you own. 4.c.4.d.Exclusions and do not apply to We will also cover loss of use of the hired "auto" equipment designed to be operated solelyifitresultsfroman"accident",you are legally by use of the power from the "auto's"liable and the lessor incurs an actual financial electrical system that,at the time of "loss", loss,subject to a maximum of $1000 per is:"accident". (1)Permanently installed in or upon This extension of coverage does not apply to the covered "auto";any "auto"you hire or borrow from any of your "employees",partners (if you are a partnership),(2)Removable from a housing unit members (if you are a limited liability company),which is permanently installed in or members of their households.or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above;or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 3 of 5of ISO Properties,Inc.,with its permission.) Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 (4)Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc.company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system.the same "accident", the following applies: b.Section III –Version CA 00 01 03 10 of the (1)If the deductible under this Business Auto Business Auto Coverage Form,Physical Coverage Form is the smaller (or smallest) Damage Coverage,Limit of Insurance,deductible,it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2)If the deductible under this Business Auto the Business Auto Coverage Form,Physical Coverage Form is not the smaller (or Damage Coverage,Limit of Insurance, smallest)deductible,it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following:deductible. $1,500 is the most we will pay for "loss"in 12.AMENDED DUTIES IN THE EVENT OF any one "accident"to all electronic ACCIDENT, CLAIM,SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a.-solely for the reproduction of sound,and DUTIES IN THE EVENT O F ACCIDENT,CLAIM,accessories used with such equipment)SUIT OR LOSS -of SECTION IV -BUSINESSthatreproduces,receives or transmits AUTO CONDITIONS that you must notify us of audio,visual or data signals which,at the an "accident"applies only when the "accident" istime of "loss", is:known to: (1)Permanently installed in or upon (1)You, if you are an individual;the covered "auto"in a housing, (2)A partner, if you are a partnership;opening or other location that is not normally used by the "auto"(3)A member,if you are a limited liability manufacturer for the installation of company;or such equipment; (4)An executive officer or insurance manager, if (2)Removable from a permanently you are a corporation. installed housing unit as described 13.UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a.above or is an HAZARDSintegral part of that equipment; or If you unintentionally fail to disclose any hazards(3)An integral part of such equipment.existing at the inception date of your policy,we c.For each covered "auto",should loss be limited will not deny coverage under this Coverage to electronic equipment only,our obligation to Form because of such failure. pay for,repair,return or replace damaged or 14.HIRED AUTO -COVERAGE TERRITORYstolenelectronicequipmentwillbereducedby Paragraph e.of GENERAL CONDITIONS 7.-the applicable deductible shown in the POLICY PERIOD,COVERAGE TERRITORY -Declarations,or $250,whichever deductible is of SECTION IV -BUSINESS AUTO less. CONDITIONS is replaced by the following:9.EXTRA EXPENSE -BROADENED e.For short-term hired "autos",the coverageCOVERAGE territory with respect to Liability Coverage isUnderParagraphA.- COVERAGE -of SECTION anywhere in the world provided that if theIII-PHYSICAL DAMAGE COVERAGE,we will "insured's"responsibility to pay damages for pay for the expense of returning a stolen covered "bodily injury"or "property damage"is "auto"to you.determined in a "suit," the "suit" is brought in 10.GLASS REPAIR -WAIVER OF DEDUCTIBLE the United States of America,the territories and possessions of the United States ofUnderParagraphD.-DEDUCTIBLE -of SECTION America,Puerto Rico or Canada or in a III -PHYSICAL DAMAGE COVERAGE,the settlement we agree to.following is added: 15.WAIVER OF SUBROGATIONNodeductibleappliestoglassdamageifthe glass is repaired rather than replaced.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV -11.TWO OR MORE DEDUCTIBLES BUSINESS AUTO CONDITIONS is amended byUnderParagraphD.-DEDUCTIBLE -of SECTION adding the following:III -PHYSICAL DAMAGE COVERAGE,the following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 4 of 5of ISO Properties,Inc.,with its permission.) Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss,the most we will pay under this you have a written contract that requires such Hybrid,Electric,or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form."loss"is $10,000. 16.RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury"in SECTION V-a.A "non-hybrid"auto is defined as an auto that DEFINITIONS is replaced by the following:uses only an internal combustion engine to move the auto but does not include autos"Bodily injury"means bodily injury,sickness or powered solely by electricity or natural gas.disease sustained by any person,including mental anguish or death resulting from any of b.A "hybrid"auto is defined as an auto with an these.internal combustion engine and one or more electric motors;and that uses the internal17.EXTENDED CANCELLATION CONDITION combustion engine and one or more electric Paragraph 2.of the COMMON POLICY motors to move the auto,or the internal CONDITIONS -CANCELLATION -applies combustion engine to charge one or more except as follows:electric motors, which move the auto. If we cancel for any reason other than 19.VEHICLE WRAP COVERAGEnonpaymentofpremium,we will mail or deliver In the event of a total loss to an "auto"for whichtothefirstNamedInsuredwrittennoticeof Comprehensive,Specified Causes of Loss,orcancellationatleast60daysbeforetheeffective Collision coverages are provided under thisdate of cancellation. Coverage Form,then such Physical Damage18.HYBRID,ELECTRIC,OR NATURAL GAS Coverages are amended to add the following:VEHICLE PAYMENT COVERAGE In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid"auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive,Specified Causes of which are displayed on the covered "auto"at theLoss,or Collision coverages are provided under time of total loss.Regardless of the number ofthisCoverageForm,then such Physical autos deemed a total loss,the most we will pay Damage Coverages are amended as follows:under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid"auto or any one "loss"is $5,000.For purposes of this an auto powered solely by electricity or natural coverage provision,signs or other graphics gas,we will pay an additional 10%,to a painted or magnetically affixed to the vehicle are maximum of $2,500,of the "non-hybrid"auto’s not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 5 of 5of ISO Properties,Inc.,with its permission.) Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Design and Data InsureŒ Policy 1 2 LIUI-AEC-AEX-CN001-NC (05/2015) LIBERTY INSURANCE UNDERWRITERS INC. (A Stock Insurance Company, hereinafter the “Company”) ENDORSEMENT NO. 2 Effective Date: Policy Number: Issued To: August 7, 2024 AEXNYACBUMQ004 Ballentine Associates, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION/NON-RENEWAL ENDORSEMENT – NORTH CAROLINA Wherever used in this endorsement: 1) Insurer means “we”, “us”, “our” or the “Company” as those terms are defined in the policy; and 2) Named Insured means the first person or entity named on the declarations page; and 3) “Insured(s)” means all persons or entities afforded coverage under the policy. Any cancellation, non-renewal or termination provision(s) in the policy are deleted in their entirety and replaced with the following: CANCELLATION AND NON-RENEWAL A.CANCELLATION. 1. The Named Insured may cancel the policy at any time. To do so, the Named Insured must return the policy to the Insurer or any of its authorized representatives, indicating the effective date of cancellation; or provide a written notice to the Insurer, stating at what future date cancellation is to be effective. 2. The Insurer may cancel the policy at any time and for any reason within the first sixty (60) days. The Insurer will mail or deliver written notice of cancellation at least fifteen (15) days prior to the effective date of such cancellation if cancellation is for non-payment of premium. The Insurer will mail or deliver written notice of cancellation at least thirty (30) days prior to the effective date of such cancellation for any other reason. 3. If the policy has been in effect for sixty (60) days or more, it may be canceled only for one of the following reasons: a. Non-payment of premium; b.Material misrepresentation in obtaining the policy, in pursuing a claim, or in renewing the policy; c.Substantial breaches of contractual duties, conditions or warranties; d. Increased hazard or material change in the risk; e. A fraudulent acts by the Insured or the Insured’s representatives that materially affects the nature of the risk; f.Failure by the Insured to implement reasonable loss control requirements; g.If the Insurer loses its reinsurance for the risk; h. Conviction of the Insureds of a crime that increases any hazard insured against; Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Design and Data InsureŒ Policy 2 2 LIUI-AEC-AEX-CN001-NC (05/2015) i. Determination by Commissioner that continuation of the policy would violate North Carolina law; j.Insured fails to meet requirements of Insurer’s charter. The Insurer will mail or deliver written notice of cancellation to the Named Insured at the last address known to the Insurer, at least thirty (30) days prior to the effective date of such cancellation. If the Insurer cancels for non-payment of premium, notice of cancellation must be mailed at least fifteen (15) days prior to the effective date of cancellation. 4.All notices of cancellation will state the reason for cancellation. 5.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. 7. If the Insurer cancels this policy, the earned premium shall be computed pro rata and the unearned premium will be refunded to Named Insured prior to the effective date of cancellation. If the Named Insured cancels this policy, the Insurer shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. B. NON-RENEWAL 1.The Insurer may non-renew the policy by mailing or delivering written notice to the Named Insured, at the last mailing address known to the Insurer, at least forty-five (45) days prior to the effective date of such non-renewal. If notice is mailed, proof of mailing will be sufficient proof of notice. 2. The notice of non-renewal will state the actual reason for non-renewal. C.RENEWAL The Insurer will mail or deliver to the Named Insured, at the last mailing address known to the Insurer, a forty- five (45) days advance notice if the Insurer intends to renew the policy with a decrease in coverage, increase in deductibles, imposing surcharge or increase in premium rate. All other terms and conditions of the Policy remain unchanged. Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Design and Data InsureŒ Policy 17 18 LIUI-AEC-AEX-P001 (05/2015) Upon payment of the additional premium and subject to all other terms, conditions, limitations of and any endorsements to this Policy, this policy will apply to Claims first made and reported during the selected Extended Reporting Period. If purchased, the first sixty (60) days of the optional Extended Reporting Period run concurrently with the sixty (60) days of the automatic Extended Reporting Period. The Extended Reporting Period shall terminate on the effective date and hour of any other insurance issued to you or any successor to the Named Insured which replaces in whole or in part the coverage afforded by the Extended Reporting Period. The fact that this Policy may be extended by virtue of an Extended Reporting Period shall not in any way increase or renew the Limits of Liability as set forth in the Declarations. The Limit of Liability applicable to the Extended Reporting Period will be the Limit of Liability remaining under the terminated Policy or as otherwise required by the regulatory guidelines governing this type of insurance. At the commencement of the Extended Reporting Period, the entire additional premium shall be deemed fully earned, and in the event you terminate the Extended Reporting Period before its expiration date, we shall not be liable to return to the Named Insured any portion of the premium for the Extended Reporting Period. The Extended Reporting Period shall be renewable at the sole option of the Company. I.Other Insurance If there is other collectible insurance, including but not limited to project-specific insurance, which applies to a Claim covered by this Policy, the other insurance must pay first and this Policy is excess over such other insurance. This Policy applies to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of such other insurance. J.Subrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery against any person or organization, and you shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. You shall do nothing after a Claim is made to prejudice such rights. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claim, or Circumstance, entered into a written agreement to waive such rights. Any amount recovered upon the exercise of such rights of subrogation shall first be applied to the repayment of expenses incurred by us toward subrogation, second toward reimbursement of any payments made by you pursuant to your Deductible, and any remaining balance shall be ours. K. Alteration and Assignment No change in, modification of, or assignment of interest under this Policy, shall be effective except when made by written Endorsement or signed by our authorized representative. L. First Named Insured As Sole Agent The first Named Insured shall be the sole agent of all Insureds hereunder for the purpose of effecting or accepting any amendments to or cancellation of this Policy, for the purpose of receiving such notices as may be required by law and/or any provision(s) of this Policy, for the completing of any Application and the making of any representations, for the payment of any premium and the receipt of any return premium that may become due under this Policy, for the payment of any Deductible obligations that may become due under this Policy, and the exercising or declining to exercise any right under this Policy. M. Bankruptcy or Insolvency You or your estate’s bankruptcy or insolvency will not relieve us of our obligations under this Policy. N. Legal Action Against Us Policy No.: AEXNYACBUMQ004 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 06/22/24 Policy Expiration Date: 08/02/25 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Endorsement Number:Policy Number: 22 WEG CQ9796 Effective Date: 08/02/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:BALLENTINE ASSOCIATES, P.A. 221 PROVIDENCE RD CHAPEL HILL NC 27514 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 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 UMBRELLA LIABILITY PROVISIONS Form SX 80 02 04 05 Page 7 of 14 liability at least as high as set forth in the Extension Schedule of Underlying Insurance Policies, subject to all the limitations upon coverage and all other policy terms and conditions of such "underlying insurance" and this policy. 2.Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a. 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"; and b.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". c. Beyond the period of time required by the written contract, written agreement or permit. 3.Any person or organization having proper temporary custody of your property if you die, but only: a.With respect to liability arising out of the maintenance or use of that property; and b.Until your legal representative has been appointed 4.Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this policy. C.With respect to any "auto", any "insured" in the "underlying insurance" is an "insured" under this insurance policy, subject to all the limitations of such "underlying insurance". D.With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an "insured" while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conductofsuchpersonisalsoan"insured",butonly with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an "insured" with respect to: 1."Bodily injury" to a co-"employee" of the person driving the equipment; or 2."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an "insured" under this provision. E.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as an "insured" if there is no other similar insurance available to that organization. However: 1.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the "policy period", whichever is earlier; 2.This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 3.This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. F.Each person or organization, not included as an "insured" in Paragraphs A., B., C., D.,or E., who is an "insured" in the "underlying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". No person or organization is an "insured" with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. With respect to any person or organization who is not an "insured" under "underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self-insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (i) Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (ii) That such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Extension Schedule of Underlying Insurance Policies. Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 06/06/24 08/02/25 SENTINEL INSURANCE COMPANY, LIMITED 22 SBW AF0636 08/02/24 TO 08/02/25 $1,000,000 $2,000,000 $1,000,000 X $1,000,000 X $2,000,000 HARTFORD ACCIDENT & INDEMNITY CO 22UECNA6914 X $1,000,000 HARTFORD CASUALTY INS CO 22WBCCQ9796 08/02/24 TO 08/02/25 X $ 500,000 $ 500,000 $ 500,000 Form SX 80 04 10 08 Page 1 of 2 Process Date:Policy Expiration Date: EXTENSION SCHEDULE OF UNDERLYING INSURANCE POLICIES This extension schedule forms a part of the policy designated in the Declarations. Carrier, Policy Number and Policy Period: A. Type of Coverage Applicable Limits ( X ) Business Liability - including:Bodily Injury and Property Damage Liability Combined each occurrence general aggregate Employees as Additional Insureds Contractual Liability Limited Non-Owned Watercraft Additional Insureds Damages To Premises Rented To You Property Damage Liability each occurrence ( ) Personal and Advertising Injury ( ) Products/Completed Operations Prod./Comp. Ops. aggregate ( ) Hired Auto and Non-Owned Auto Limit of Liability B. ( ) Comprehensive Automobile Liability - Owned Automobiles ( ) Non-Owned Automobiles 08/02/24 TO 08/02/25 Bodily Injury Liability each person each accident Property Damage Liability each accident Bodily Injury and Property Damage ( ) Hired Automobiles Liability Combined each accident ( ) Uninsured Motorist each occurrence C. ( ) Employer’s Liability each accident* each employee by disease* total policy by disease* D. ( ) Liquor Liability An "X" marked in the box indicates the coverage is provided in the Underlying Policies. (Note Maintenance of Underlying Insurance Condition SX 80 02 or SX 80 03) *Except that in any jurisdiction where the amount of Employers Liability Coverage afforded by the underlying insurer is by law unlimited, the limit stated does not apply and the policy of which this extension schedule forms a part shall afford no insurance with respect to Employers Liability in such jurisdiction. Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR PO LICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 10 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 3.Financial Responsibility Laws 4.Legal Action Against Us 5.Separation Of Insureds 6.Representations 7.Other Insurance 8.Transfer Of Rights Of Recovery Against Others To Us F.OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 08 04 05 15 15 16 16 16 16 16 17 18 18 20 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured,except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers'Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds,but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,none of these "employees"or "volunteer workers"are insureds for: (1)"Bodily injury"or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent, brother or sister of that co- "employee"or that "volunteer worker"as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or (b)above;or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage"to property: (a)Owned,occupied or used by, Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers", any partner or member (if you are a partnership or joint venture),or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die,but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier;and b.Coverage under this provision does not apply to: (1)"Bodily injury"or "property damage" that occurred;or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"registered in your name under any motor vehicle registration law,any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person driving the equipment;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person operating the watercraft;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6.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 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy,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 an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.–Optional Additional Insured Coverages. 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; (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: (i)The exceptions contained in Subparagraphs (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. Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (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; or (b)In the performance of your ongoing operations performed by you or on your behalf. (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 by or for you,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,inspection, architectural or engineering activities. e.Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state 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 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 an insured under 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; (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 or written agreement 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,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: Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self­ insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BUSINESS LIABILITY COVERAGE FORM F.OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1.Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, 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; or b.In connection with your premises owned by or rented to you. 2.Additional Insured -Managers Or Lessors Of Premises a.WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2)Structural alterations, new Page 18 of 24 construction or demolition operations performed by or on behalf of such person or organization. 3.Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Granter Of Franchise, but only with respect to their liability as granter of franchise to you. 4.Additional Insured -Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to 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(s) or organization(s). b.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. 5.Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence" that takes place after you cease to lease that land; or (2)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6.Additional Insured -State Or Political Subdivision -Permits a.WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2)"Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7.Additional Insured -Vendors a.WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - 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". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)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, unless 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; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (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; (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: (i)The exceptions contained in Subparagraphs (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. 8.Additional Insured - Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a.Their financial control of you; or b.Premises they own, maintain or control while you lease or occupy these premises. Page 19 of 24 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9.Additional Insured -Owners, Lessees Or Contractors -Scheduled Person Or Organization a.WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner, Lessees Or Contractors, 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: (1)In the performance of your ongoing operations for the additional insured(s); or (2)In connection with "your work" performed for that additional insured and included within the "products­ completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)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 (2)Supervisory, inspection, architectural or engineering activities. 10.Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured -Co­ Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of24 The limits of insurance that apply to additional insureds are described in Section D. -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. G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1) Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; b.The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c.Any other publication that is given widespread public distribution. However, "advertisement" does not include: a.The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: Form SS 00 08 04 05 Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 RESOLUTION EXEMPTING DESIGN SERVICES 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, Orange County proposes to enter into one or more contracts for design services for work on the Headwaters Preserve Boundary Marking- Survey Boundary Marking and Staking (Enter Project Name) 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 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. _________________________________ ____________________ Travis Myren (County Manager) Date Orange County, North Carolina Docusign Envelope ID: 016C7FF8-5EB3-4D21-A006-0A8906E60E75 8/21/2024