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HomeMy WebLinkAbout2025-494-E-AMS-Expert Aquatics-Pool Deck Concrete RepairsRevised 01/24 1 [Departmental Use Only] TITLE Concrete Repairs FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 12th day of August, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Expert Aquatics, LLC, (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): Concrete pool deck repairs at Sportsplex 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 performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Revised 01/24 2 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, or addenda. 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. 3. Basic Services Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Concrete pool deck repairs per proposal dated 06/21/2025 4. Duration of Services a. Term. The term of this Agreement shall be from August 12, 2025 to September 10, 2025. 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 12, 2025. 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 Twenty-Six Thousand, Nine Hundred Dollars ($26,900.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Revised 01/24 4 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 NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Revised 01/24 5 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 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 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Revised 01/24 7 functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:A. Barnes Expert Aquatics, LLC P.O. Box 8181 212 Powell Drive Ste 120 Hillsborough, NC 27278 Raleigh, NC 27606 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 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: __________________________________ Printed Name and Title Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Cory Baldwin CEO 8/11/20258/12/2025 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Expert Aquatics, LLC Vendor Contact Person: Cory Baldwin (cbaldwin@expertaquaticsnc.com) Phone: 919.709.3039 Address: 212 Powell Drive, Ste 120 City Raleigh State: NC Zip: 27606 Department: AMS/Sportsplex Amount: $26,900.00 Purpose: Pool Deck Concrete Repairs Budget Code(s): 54540030-880000- 36006 Vendor # TBD Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 8/12/2025 End Date 9/10/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 36006) 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 affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already 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: Received for record retention: Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 8/11/2025 8/11/2025 8/12/2025 8/12/2025 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Orange County Sportsplex Renovation and Repair Contract Agreement 6/9/2025 Expert Aquatics, LLC 212 Powell Drive Suite #120 Raleigh, NC 27606 www.ExpertAquaticsNC.com (919) 709-3039 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 2 RENOVATION AND REPAIR AGREEMENT Date: 6/21/2025 To: Orange County Sportsplex From: Expert Aquatics, LLC Subject: Deck Renovation THIS AGREEMENT, Between Expert Aquatics, LLC, (the “Company”), and Orange County sportsplex (the “Customer”), shall constitute work to be performed by Company at Customer’s pool located in Orange County, North Carolina. All work shall be completed in a professional manner and in accordance with industry standard practices. Prices are for work as specified and under normal conditions, subject to any increase or decrease in price resulting from any approved change order(s) that may be agreed upon by the parties. Prices do not include extra work required to correct problems caused by unknown or special site conditions, such as hitting rock, water, debris, or by deterioration or poor condition of items not specified for repair below. Scope of work: Swimming Pool Area Raised Deck Repair 1. Replace 22ft by 4 ft wide section of concrete deck to give the best option for pitch. Includes the demo,rebar and steel mesh reinforcement, drain repair, and put back. Does not include the sundeck overlay. Int. __________ Deck Repair Total SubCost: $7,300 – Estimated Tax - $547.50 Swimming Pool Area Back Deck Repair 1. Grind Off existing over lay on back wall. Power wash and apply polymerized patching cement to raise the low areas that puddle water. Does not include sundeck overlay. Int. __________ Concrete Repair Total SubCost: $6,100 – Estimated Tax - $457.50 Drain Cap Replacement 1. Replace 517 linear ft of commercial deck drain caps with new caps Int. __________ Waterline Tile Total Cost: $13,500 – Estimated Tax - $1,012.50 Contract valid if signed within 30 days. TERMS AND CONDITIONS: • All material(s) and work outlined in the Scope of Work is guaranteed to be as specified and completed in timely and workmanlike manner. • No alterations or changes shall be made to this agreement unless in writing and executed by both the Company and the Customer, and any change orders agreed upon in writing may change the total cost of the proposal. • The Company agrees to maintain workers’ compensation insurance as statutorily required and the necessary Commercial General Liability insurance. • Before beginning the work, the Company will furnish upon request any necessary insurance documents required by the Customer. Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 3 • All color selections to be made from selection brochures provided by the Company. Exclusions to the Scope of Work include water to fill pool, landscaping, irrigation, surveying, soil testing, site work, haul in or out, removal of excess spoils, sidewalks, sewer fees or water tap. CHANGE ORDERS: Any change in the details of the Scope of Work or the assumptions upon which the Scope of Work is based may require changes in the Project Cost/Price, Payment Schedule, or project schedule. Every such change shall require a written amendment to the Scope of Work (a “Change Order”) signed by both parties. Each Change Order shall detail the requested changes to the applicable task, responsibility, duty, projected cost, timeline, or other matter. The Change Order will become effective upon the execution of the Change Order by both Parties, and the Change Order will specify the period within which Company must implement the changes. Both Parties agree to act in good faith and promptly when considering a Change Order requested by the other party but neither party is obligated to execute a Change Order. WARRANTY: The Company will agree to a warranty period of one (1) year for all material(s) and work outlined in the Scope of Work. The Company will agree to an additional warranty period of two (2) years, immediately following the initial one (1) year warranty period, for all material(s) and work outlined in the Scope of Work if Customer is under contract with the Company for management/maintenance services for these additional two years and stays in good standing during the term of such agreement. The additional warranty period does not cover paint. The warranty will cover defective materials or workmanship. • This warranty shall not apply to any products which have been installed, repaired, or altered by anyone other than the Company. The Customer agrees to consult the Company prior to any work or repairs done to the pool shell, pool deck, or generally inside the pool area. Any work or repairs done to the pool shell or pool deck without prior consultation with the Company will void this warranty. • Our obligation under this warranty shall be to repair the work herein in its entirety, at no cost to the Customer, or at our option, to repair any part or parts, which to our satisfaction constitute a defect. All labor and material costs shall be covered for any warranty work completed by Company. Customer agrees to provide, at no cost to Company, water and electricity for Company’s use in performing any warranty work described herein. The Company shall not be liable for any damages to the Customer’s pool related to or caused by lifting of the pool as a result of hydrostatic pressure. • No warranty is given if the work is subject to vandalism, accidents by the Customer or the Customers’ members, misuse, or alteration. Damage caused by acts of God or force majeure are not covered under this warranty. Because plaster is applied over other current materials and because of the natural characteristics of the products used, plaster is not warranted against streaks, stains, spotting, discolorations caused by minor foreign impurities in the material, and checking or shrinkage cracks normal to all cementitious materials. Company shall have no obligation to complete any warranty work until the balance of this Agreement, along with any approved Change Orders, have been paid in full. PROCEDURE CLAIM: If a defect related to the Scope of Work appears during the warranty period that the Customer reasonably expects or anticipates being covered under warranty, the Customer must notify the Company in writing immediately. The written notice must specify the defect related to the Scope of Work. If the Customer does not notify the Company in writing of any defects related to the Scope of Work during the warranty period then no warranty coverage will be provided. Notification under this claim's procedure can only be in writing. • Inspection: Once the Company receives written notification of a defect, the pool and/or pool deck will be inspected within ten (10) days to determine if there are any issues related to defective materials or workmanship. • Repair or Replacement: If defective materials or workmanship are determined by the Company to have occurred during the warranty period, the travertine or other work performed as outlined in the Scope of Work will either be repaired or replaced. This will be carried out at no charge to the property owner. The Company has the right to choose between repair or replacement. EXCLUSIONS: Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 4 The Company does not assume responsibility for any of the following: • Damage resulting from misuse, ordinary wear and tear, abusive use, subgrade failure, acts of nature, vandalism, or lack of proper maintenance of the pool and/or deck. • Color variations are standard in concrete, pavers, travertine, and/or plaster. Therefore, this warranty does not guarantee uniformity in color, or that colors will always be the same. • Defects in items installed by the Customer or by anyone else except the Company or Company’s sub-contractors. • Work performed by the Customer or by anyone else except the Company or our sub-contractors. • Loss or injury attributable to weather elements. • Conditions resulting from absence of gutters. • Pool water to refill pool, regardless of warranty claims. • Tree growth (including roots) or plants near the pool deck or other exterior concrete. • Contact between the pool deck or other exterior concrete and vehicles, foreign objects, animals, or persons (other than contractor) during the 3-day period after the pool deck or other exterior concrete is installed. • Warranty is void if invoicing is not paid in full upon completion of the original work as quoted, unless otherwise agreed in writing by both parties. PAYMENT: Payment shall be made as follows: a.25% Due Upon Signing 6,725.00$ b.25% Due Upon Commencement of Work 6,725.00$ c.40% Due Upon Completion of Demo/Prep Work 10,760.00$ d.10% Due Upon Substantial Completion and Final Walkthrough 2,690.00$ 26,900.00$ *The above pricing does not include applicable sales tax. Tax will be added to each contract installment as per county and state regulations. Total estimated tax is $2,017.50 **Change Orders approved by Customer will be billed in full and are due to the Company within thirty (30) days of invoicing the Customer. Upon substantial completion of the work the Customer shall pay the Company the unpaid balance including any unpaid Change Orders. Substantial Completion of the Project occurs on the date when the Company’s obligations are sufficiently complete in accordance with the Contract Documents so that the Customer can or does utilize the Project (Pool Deck, Pool Facility), or a designated portion, for the use for which it is intended. The issuance of a Swimming Pool Permit from the Local Health Department is evidence of substantial completion but is not a prerequisite of substantial completion if the Permit is not required or cannot be obtained for reasons beyond the Company’s control. There will not be any payment or portion thereof withheld by Customer at the end of the project for ‘punch list’ items. Payments are due according to the payment schedule above. Any and all payments, including but not limited to payments as specified above, and payments for change orders, not made on or before ten (10) days after the due date shall be subject to a delinquent payment of ten (10%) percent of the amount due or any portion thereof; however, a grace period of ten (10) days will be permitted before any penalties for late payments are assessed. In the event that Company elects to pursue collection of any amount due under this Agreement, Customer shall pay all said amounts, together with interest at the rate of ten (10%) per annum from the date the same became due, as well as Company’s reasonable attorney fees incurred as a result of this default. Customer will be in default on this Agreement if any of the following occurs: (a) Customer fails to make a payment in full when due; (b) Customer becomes insolvent; (c) Customer fails to keep any promise Customer has made in connection with this Agreement; (d) Customer makes any written statement or provides any financial information that is untrue or inaccurate at the time it is provided; (e) any creditor attempts to collect any debt Customer owes through Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 5 court proceedings, set-off, or self-help repossession; or (f) anything else happens that causes Company to believe that the prospect of payment or performance is significantly endangered or impaired. If Customer is in default on this Agreement, Company may: (a) declare unpaid principal, earned interest, and all other agreed charges Customer owes Company under this Agreement immediately due; (b) use the right of set-off; (c) demand security or new parties obligated to pay amounts due under this Agreement (or both) in return for not using any other remedy; and (d) use any remedy Company has under state or federal law. By choosing any one or more of these remedies Company does not give up Company’s right to use another remedy later. By deciding not to use any remedy should Customer be in default, Company does not give up Company’s right to consider the event a default if it happens again. The Company will agree to engage in best efforts to avoid any work stoppage prior to substantial completion, but the Company cannot guarantee work stoppage will not occur as a result of a) a court order or order from another public authority with jurisdiction requiring all work to be stopped; b) an Act of God or Force Majeure; or c) non-payment by Customer. INSURANCE/LIABILITY: The Company shall maintain and keep in full force the following coverage: • General liability insurance no less than the amount of $1,000,000.00 • Professional liability insurance no less than the amount of $1,000,000.00 • Workers’ Compensation Insurance Company agrees to supply copies of the certificates of insurance to the Customer verifying the above-mentioned insurance coverage upon request. It is the responsibility of the Customer to provide all other insurance coverage. • The company shall not be responsible for any lost or stolen items from the facility including, but not limited to, guest fees, snack bar items, and left behind valuables. • The Company shall not be liable for any damage to the Customer’s pool related to or caused by lifting of the pool as a result of hydrostatic pressure. The Customer shall maintain and keep in full force and affect the following coverage: • Premises liability insurance. • Comprehensive general liability insurance in the amount of no less than $1,000,000.00 each accident and $1,000,000.00 each person. Customer agrees to supply copies of the certificates of insurance to the Company verifying the above-mentioned insurance coverage upon request. It is the responsibility of the Customer to provide all other insurance coverage. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, as they are applied to contracts made and to be performed in that state, regardless of choice of law principles to the contrary. DISPUTE RESOLUTION: Any claim arising out of or related to this Agreement that the parties are unable to resolve without the need for legal assistance shall be subject first to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. If a good faith effort at mediation fails to resolve the disputed issue(s), the parties reserve their rights to proceed with a lawsuit or other legal remedies. In the event of legal action to enforce the rights of either party under the terms of this Agreement, the parties agree that the prevailing party in said legal proceeding shall be entitled to receive as additional damages, any and all litigation expenses, including reasonable attorney’s fees. ACCEPTANCE: Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 6 Acceptance of this Agreement by Customer through signatures below and return of this Agreement along with any payments due hereunder will constitute a contract entered into in accordance with the specifications, terms and conditions and addenda attached hereto. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement of the parties and supersedes any prior agreements, understanding or negotiations, written or oral, and the parties acknowledge that any statements or representations or agreements that may have heretofore been made between them related to the work are void and of no effect. This Agreement shall be binding upon and inures to the benefit of the Company and the Customer and their respective heirs, successors, and assigns. Signed Acceptance of Proposal: Company Representative Customer Representative Print Name & Title Print Name & Title Date Date Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 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 7/24/2025 Alliant Insurance Services,Inc. 2415 E Camelback Rd Ste 950 Phoenix AZ 85016 Kenna Fisher 602-707-1928 phxcsgcerts@alliant.com License#:0C36861 CUMIS Specialty Insurance Comp 12758 EXPEAQU-01 Indian Harbor Insurance Compan 36940ExpertAquatics,LLC 212 Powell Drive Suite 120 Raleigh NC 27606 Bridgefield Casualty Insurance 10335 SiriusPoint Specialty Insuranc 16820 Mesa Underwriters Specialty In 36838 123250767 A X 1,000,000 X 100,000 Excluded 1,000,000 2,000,000 X Y Y PGIA-L-00007-01 3/10/2025 3/10/2026 2,000,000 B X 3,000,000 X SXS006534301 3/10/2025 3/10/2026 3,000,000 C X N Y 196-60376 3/10/2025 3/10/2026 1,000,000 1,000,000 1,000,000 D E Excess Liability Commercial General Liability Y Y ARCUSXC202282025 MP0082001009656 3/10/2025 3/10/2025 3/10/2026 3/10/2026 Ea Occur/Aggregate Each Occur/Aggregate Additional Coverages $2M/$2M $1M/$2M See below DOO COMMERCIAL GENERAL LIABILITY:Additional named insured applies where the above box is checked per attached endorsement(s)when required by written agreement or contract.Waiver of subrogation applies where the above box is checked per attached Endorsements.Primary &Non-Contributory applies per attached endorsement(s). WORKERS COMPENSATION:Waiver of subrogation applies where the above box is checked per attached Endorsement(s). Commercial General Liability (Mesa) Damage To Rented Premises (Ea occurrence):$100,000 See Attached... Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: EXPEAQU-01 1 1 Alliant Insurance Services,Inc.Expert Aquatics,LLC 212 Powell Drive Suite 120 Raleigh NC 27606 25 CERTIFICATE OF LIABILITY INSURANCE Med Exp (Any one person):$5,000 Personal &Adv Injury:$1,000,000 Products-Comp/Op Agg:$2,000,000 Professional Liability: Carrier:Obsidian Specialty Insurance Company Policy #LBK-PR-000000085-00;Policy Term:3/10/2025 to 3/10/2026 Each Occurrence $1,000,000 Aggregate $1,000,000 Orange County Sportsplex Pool Project Orange County,its officers,official agents and employees are included as an additional insured if listed in the contract per the provisions of the attached endorsement(s). Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 11 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): Name Of Person(s) Or Organization(s) (Additional Insured): Any person or organization to which you are obligated by virtue of a written contract to provide insurance such as is afforded by this policy, but only with respect to (1) occurrences taking place after such written contract has been executed and (2) occurrences resulting from work performed by you during the policy period, or occurrences resulting from the conduct of your business during the policy period. Additional Premium:Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, 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 Schedule and subject to the following additional exclusions: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to be a tenant in that premises. 2.Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 11 04 13 PGIA-L-00007-01 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 PGIA-L-00007-01 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 PGIA-L-00007-01 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 25 03 11 85 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 o AMENDMENT – AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. The General Aggregate Limit under LIMITS OF INSURANCE (SECTION III) applies separately to each of your projects away from premises owned by or rented to you. PGIA-L-00007-01Policy Number: Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 PGIA-L-00007-01Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 MP0082001009656Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 MP0082001009656 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 MP0082001009656Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 MP0082001009656Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 MP0082001009656 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877 March 10, 2025 Docusign Envelope ID: B4C2662D-2F37-49AF-9B7C-9B5EB7672877