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HomeMy WebLinkAbout2025-744-E-AMS-Stewart Cooper Newell Architects-Feasibility Study for joint Fire and EMS Facility in TOCH1 Revised 01/24 NORTH CAROLINA ORANGE COUNTY [Departmental Use Only] TITLE Feasibility Study FY 2025-2026 SERVICES AGREEMENT RFP/RFQ - AE25006 This Services Agreement (hereinafter “Agreement”), made and entered into this 18th day of December, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County"), the Town of Chapel Hill (hereinafter, the “Town”), and Stewart-Cooper Newell Architects, (hereinafter, the "Provider"). WITNESSETH: That the County, the Town, and Provider, for the consideration herein named, do hereby agree as follows: Feasibility study for the combined Fire and EMS facility in the Town of Chapel Hill. 1. Services a. Scope of Work. i) This Services Agreement (“Agreement”) is for services to be rendered by Provider to the County and Town with respect to (insert type of project): Professional Services to complete a feasibility study for a combined Fire and EMS Station. 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 and Town 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. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 2 Revised 01/24 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 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 or Town. 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 and Town. No permission for subcontracting shall create, between the County and/or the Town and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of the County and Town. 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 or Town, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County and Town 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 and Town 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: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 3 Revised 01/24 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s and Town’s Request for Qualifications (the “RFQ”) “RFQ Number A/E 25-006 for “Professional Services for a Site Feasibility Study for a Combined Fire and EMS Facility in the Town of Chapel Hill” issued May 28, 2025, and the Provider’s proposal, which are fully incorporated and integrated herein by reference together as Attachments (Attachment A - Stewart-Cooper-Newell Professional Services Proposal Dated 08- 15-2025 Rev 8-23, Attachment B AE25006 RFQ EMS Fire Station Feasibility Study). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. This document shall have preference; provided that where either any exhibit attached hereto or this document establishes higher standards for performance by either party, the higher standard, wherever located, shall apply. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s and Town’s RFQ together with Attachment B AE25006 RFQ EMS Fire Station Feasibility Study and AEs, Provider’s Proposal together with Attachment A Stewart-Cooper-Newell Professional Services Proposal. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: Milestone Task Milestone Date Milestone Fee 1. Feasibility Study Phase 1 and 2 February 18, 2026 $62,665.00 iii) Should the County and Town reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), the County and Town shall notify Provider of the failure to meet the Milestone Date. The County and Town, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County and Town may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County and Town may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from December 18, 2025, to June 30, 2026. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 4 Revised 01/24 ii) Should the County and Town 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 or Town. iii) The Commencement Date for the Provider's Basic Services shall be December 18 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 and Town) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Sixty-Two Thousand, Six Hundred, Sixty- Five Dollars ($62,665.00). In the event the amount stated on an invoice is disputed by the County or Town, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon the County’s and Town’s acknowledgement of the satisfactory completion of Task one. Upon the County’s and Town’s acknowledgement that the second Task has been satisfactorily completed, Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task, which shall not be altered except by written amendment. b. Sole Source for Compensation. The County will be the sole source of funding and payments made directly to the provider for the Basic Service Fees in this agreement. To the extent allowed by law, the County agrees to indemnify the Town for any claim regarding non-payment made by the Provider. c. Additional Services. County and Town shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County and Town request such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County and the Town a. Cooperation and Coordination. The County and Town have designated (Angel Barnes and Fire Chief Jay Mebane) to act as the County's and Town’s representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager, Town Manager, or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 5 Revised 01/24 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 and/or Town’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 and/or Town’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 and the Town’s Risk Manager. b. Both the County and the Town shall be named as an additional insured under the Provider’s Commercial General Liability and Business Automobile policies. 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 and the Town 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 or Town. It is the intent of this provision to require the Provider to indemnify the County and Town 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 and Town. 10. Termination a. Termination for Convenience of the County and Town. This Agreement may be terminated without cause by the County and/or Town 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 or Town’s material breach of this Agreement; provided, the County and Town have not taken all reasonable actions to remedy the breach. The Provider shall give the County and Town 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 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 6 Revised 01/24 emergency by Orange County, the Town of Chapel Hill, or by North Carolina due to events directly impacting Orange County or the Town of Chapel Hill. 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 or Town due to errors or omissions of the Provider. Upon request of the County and Town, the Provider shall submit to County and Town 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 and Town 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 and Town to require compliance by the Provider with any provisions of this Agreement or the waiver by the County and Town of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County or Town for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County and/or Town may suspend the Basic Services and this Agreement at any time for County’s and/or Town’s convenience and without penalty to County and/or Town upon three (3) days’ notice to Provider. Upon any suspension by County and/or Town, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County and Town. 11. Additional Provisions a. Limitation and Assignment. The County, Town, and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County, Town, 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. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 7 Revised 01/24 violation of this requirement is a breach of this Agreement and County and/or Town may immediately terminate this Agreement without further obligation on the part of the County or Town. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 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- 6.58. By executing this Agreement Provider certifies that Provider has not been identified and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party; however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFQ and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County, the Town, and the Provider and supersedes all prior negotiations, representations, or agreements, either written or oral. No other warranties, inducements, considerations, promises, or interpretations shall be implied or impressed upon this Agreement that are not expressly addressed herein. This Agreement may be amended only by a 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 Town 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 Town 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 and the Town. h. Non-Appropriation and Government Action. Provider acknowledges that County and the Town are governmental entities, 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 or Town immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County and/or Town shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 8 Revised 01/24 In the event of a change in the County’s or Town’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s or Town’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County or Town upon written notice to Provider of such limitation or change in County’s or Town’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. Construction project Related Sales Tax: If applicable, the Provider must provide certified statements regarding the cost of materials purchased and the amount of North Carolina sales and use taxes paid by Provider and any subconsultants. Provider further agrees to provide the County and Town with any additional information and documentation the County and/or Town might request in the event the Commissioner of Revenue of the State of North Carolina requires more information to substantiate a refund claim by the County or Town for sales or use tax. The County will not make payment until these statements are submitted. Any tax refunds received by the County or Town will remain with the County or Town. k. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name & Address Attention: Angel Barnes Stewart-Cooper-Newell Architects, P.A. PO Box 8181 719 E. Second Avenue Hillsborough, NC 27278 Gastonia, NC 28054 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 9 Revised 01/24 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: By: Printed Name and Title TOWN OF CHAPEL HILL DEPARTMENT HEAD/EXECUTIVE DIRECTOR OR DEPUTY/TOWN MANAGER PRINTED NAME & DEPARTMENT ATTEST BY TOWN CLERK: TOWN CLERK/DEPUTY TOWN CLERK TOWN SEAL Town Clerk attests date this the day of 20 . Approved as to Form and Authorization ATTORNEY FOR TOWN This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. FINANCE OFFICER DATE Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Vice-President 12/12/2025 James Stumbo 12/17/2025 12/18/2025 Jay L Mebane Fire Chief Chapel Hill Fire 12/18/2025 12/19/2025 December 25.0019.00 10 Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Stewart Cooper Newell Architects Vendor Contact Person: James R. Stumbo (jstumbo@scn- architects.com) Phone: 704.865.6311 Address: 719 East Second Ave. City: Gastonia, State: NC, Zip: 28054, Department: Emergency Management, Amount: $62,665.00, Purpose: Feasibility Study for joint Fire and EMS Facility in TOCH, Budget Code(s): 61370035-870000-17001 Vendor # 62282 Vendor Status with NCSOS: Current – Active Vendor is a BOCC consultant: Yes x No Contract Details Contract Type: x New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 12/18/2025 End Date 06/30/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); x Made or Administered by Emergency Management Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; x Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding 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: Office of the Clerk to the Board Date: Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 12/12/2025 12/12/2025 12/17/2025 12/16/2025 Attachment ADocusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 1 NOTICE OF REQUEST FOR QUALIFICATIONS (RFQ) FOR PROFESSIONAL SERVICES FOR A SITE FEASIBILITY STUDY FOR A COMBINED FIRE AND EMS FACILITY IN THE TOWN OF CHAPEL HILL BID: FROM: A/E 25-006 Zakia Alam, Purchasing & Contracts Manager SUBJECT: Request for Qualifications for Professional Services for a Site Feasibility Study for a combined Fire and EMS Facility in the Town of Chapel Hill DATE: May 28, 2025 The Town of Chapel Hill in partnership with Orange County Emergency Management Services is requesting Statements of Qualifications from firms interested in providing professional services to deliver a Site Feasibility Study for a combined Fire and EMS facility located in the Town of Chapel Hill. The selected firm will be required to work with development team members from both the Town of Chapel Hill Fire Department and Orange County Emergency Management Services throughout the evaluation of the proposed site. The consultant will be allowed to work with sub- consultants as necessary to provide the required expertise for the conveyance of the fully executed project scope. Statements of Qualifications are due by 3:00PM on June 27, 2025. Please email the Statements of Qualification to the Purchasing & Contract Manager at zalam@townofchapelhill.org For information related to specifics of the Statement of Qualifications please contact: Chad Brown Capital Projects Manager, Town of Chapel Hill Cbrown1@townofchapelhill.org All questions related to this RFQ must be submitted to Chad Brown at cbrown1@townofchapelhill.org by June 13, 2025. All responses to submitted questions will be published in the form of an addendum on the Town’s website at www.townofchapelhill.org on June 20, 2025 Any questions on the bidding procedures, please contact the Purchasing Division at (919) 969-5022. The Town of Chapel Hill reserves the right to reject any and all Statements of Qualifications. Attachment BDocusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: A/E 25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 2 1.0 Introduction The existing Chapel Hill Fire Station 3 is beyond its useful life and needs to be replaced. There is a simultaneous need for additional space for Orange County EMS units within the Town of Chapel Hill to support increased demand. Because of availability and price, land is a major barrier to building facilities locally. The Chapel Hill Fire Department in partnership with Orange County EMS is pursuing the development of a Town-owned parcel as a key strategy to addressing this need for new facilities. The single existing Town owned site under consideration for this feasibility study is located at the corner of Formosa Lane and Legion Road in Chapel Hill, North Carolina, with the physical address of 1721-1719 Legion Road. The area to be evaluated is in the southwest corner of the overall 11.5- acre parcel of land with the legal description of Chapel Hill Memorial Cemetery. The currently unused area to be studied is the approximate 1-acre space between Formosa Lane and the Cemetery entrance drive situated across from Jackie Robinson Street. See below for a visual, where the shaded box is an indication of the available space. The PIN of the lot pictured is 9799578934. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 3 This Feasibility Study is needed to assess the ability of the sight under consideration to be able to adequately support the program, infrastructure, and spatial needs for the development of a new combined Fire Station Emergency Services facility and to inform future design phases should they be warranted, and the funding is secured. It is envisioned that the future life of an overall project will follow the traditional design-bid-build process; with conceptual design, schematic design, and construction documentation phases being implemented, along with the inclusion of cost estimation for each. This joint venture project represents an important investment for the community, and the expectation is that the outcome will meet the highest standards for analysis, design quality and sustainability. High priority will be placed on creative site design evaluation to provide for the most efficient use of the small area of land to best address all public safety needs. The information provided by the feasibility study should be of sufficient quality and quantity so as to allow the Town of Chapel Hill and Orange County Emergency Management Services to decide whether to proceed to a design phase of site development construction. For programming development needs the overall project is preliminarily expected to include:  Fire Station (~12,000 Sq Ft) o Sleeping Quarters o Shower / Bathing Facilities o Day / Living Room o Office Space / Radio Room o Kitchen o Classroom o NFPA Compliant PPE Storage o Air Compressor Area o General Equipment Storage  Emergency Medical Services Station (~6,000 Sq Ft) o Sleeping Quarters o Shower / Bathing Facilities o Office Space / Radio Room o Day / Living Room o Kitchen o General Equipment Storage and Decontamination o Secured Medical Supply Storage This RFQ is for the Site Feasibility Study scope of work only. The Statement of qualifications does not need and should not include a fee proposal for any tasks, fee proposals would be requested during the course of contract negotiations. Following any interview process, the Town of Chapel Hill and Orange County Emergency Management Services will begin contract negotiations with the firm determined to be the most qualified. In the event that a contract cannot be negotiated with the first firm, the Town of Chapel Hill and Orange County Emergency Management Services reserves the right to negotiate with the next qualified firm(s) until a contract can be reached. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 4 2.0 Scope of Work Site Feasibility Study:  Provide the preliminary assessment and evaluation of the existing site conditions to determine if the area under consideration is suitable for the development of the future Fire EMS facility.  Work with Working Groups that include Town and County staff, environmental consultants, and private development team as applicable to guide the project.  Evaluate the operational, spatial, and access requirements of the future Fire Station EMS facility and ensure that the site can meet them.  Identify potential geologic hazards, archeological, and or site constraints, if any, and provide recommendations for remediation.  Evaluate the physical characteristics of the site, including topography, soil conditions, utilities, and access.  Gather pertinent data and information, The consultant is responsible for all costs associated with obtaining third-party data. The Town can provide electronic survey data, boundary survey and topography to be used as a base map.  The consultant shall be responsible for gathering all site information required, including field work for geotechnical analysis, as well as obtaining soils report with information regarding soil bearing capacity.  Determine if proposed use meets all zoning, regulatory, and legal requirements.  Assess the availability and adequacy of the infrastructure needs, such as roads, connections, utilities, and stormwater requirements.  Evaluate potential environmental impacts, wetlands and related buffers, setback requirements, and the subsequent risks.  Traffic impacts analysis, but not to include a full traffic study.  Utility service availability and options for all public utilities such as water, sewer, electric, gas, fiber optic, etc. and anticipated public safety communications.  Develop a rough order of magnitude cost estimate that provides all potential development site improvement costs. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 5  The study process and subsequent report should include a rough massing drawing that delineates the available construction envelope and includes the best possible location for the proposed future Fire EMS facility, including the site boundaries, ROW, setbacks, access points, etc. based upon the preliminary programming square footage requirements.  Include a professional recommendation for the course of action(s) necessary to develop the property following delivery of the feasibility study. Identify any future studies required for in-depth due diligence in determining this site will adequately facilitate the construction of the proposed Fire Ems facility, along with the estimated cost of these studies.  Justify the recommendation(s) with appropriate data and analysis and clearly summarize the findings of the feasibility study, including the strengths and weaknesses of the site.  The completed project deliverables will need to include reproducible text and reduced sized graphic materials (plans, sections, elevations, and 3D views) that address all elements of the scope of work. In addition, electronic files of all deliverables and graphic materials will need to be provided that are suitable for presentation to the Governing Bodies, Town and/or County Advisory Boards, and other interested parties.  All plans, studies, surveys, soil boring reports, designs, or other deliverables will be owned by the Town of Chapel Hill and Orange County Emergency Services for their use in this or future projects. + Additional Services The consultant is encouraged to identify any additional work that is not specified in this Scope of Work that would be, in its opinion, necessary to complete the project as defined herein. The consultant may propose additional services that in its opinion will improve the efficiency and quality of the project. If identified, the additional work or services must be included in the proposal but separated out as an additional task to be considered for inclusion in the overall scope of the project. 3.0 Submittal Requirements One electronic copy of the statement of qualifications must be submitted, marked with the RFQ title, “Professional Services for a Site Feasibility Study for a combined Fire and EMS Facility in the Town of Chapel Hill” to the Purchasing and Contracts Manager, by 3:00 P.M. on June 27, 2025. Proposals received after the date and time specified in this RFQ will not be considered. The selection committee will appreciate proposals that are direct and to the point. Extraneous marketing materials are not considered helpful but can be placed in an appendix that may or may not be reviewed by the committee at its option. The length of the proposals should be limited to no more than 15 pages. All proposals should include the following sections, presented as numbered here: Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 6 Section 1: Cover Letter In addition to introductory remarks, describe what makes your team uniquely qualified for this project. Section 2: Identification of Team Members Provide team firm names, address, and contact information. List the person and contact information for the person who will be the main contact regarding this RFQ. Section 3: Organizational Chart: Provide an organizational chart and description that identifies the lead firm and other members of the project team, including sub-consultants, who would be assigned to the project. This chart should clearly delineate the roles and responsibilities of the various team members. Section 4: Team Member Qualifications: Detailed background information regarding personnel for at least the key team architectural, engineering, (including at least MEP, Civil and Structural) landscape architecture and interior design members, including:  Professional registrations and certifications, listing applicable state(s)  Office location  Position title  Length of service in current position  Role in past projects of a similar nature (e.g., collaborating with one or more architectural firms on the same project area)  Commitment to this project The expectation is that the team members presented in the response will be actively engaged in the project throughout the design period, and substitute design team members can only be modified with the approval of the Town and County. Section 5: Architectural and Engineering Team Capabilities: Description of the lead Architectural and/or Engineering firm’s capabilities to support the project team, including:  Proposed Procedures and processes to manage the work.  Backup and support personnel.  Specialists and sub-contractors that would work on the project and their office locations.  Any information on lawsuits filed that include the lead architectural or engineering firms within the past 5 years and the outcomes of any suits.  Information on the lead architectural and engineering firms’ financial capacity to complete this project. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 7 Section 6: Relevant Experience: Description of the project team’s experience and capability in the following areas:  Site Selection Feasibility Studies  Pre-development Cost Estimating  Fire Station / Public Safety Facility Design  LEED design accreditation, AIA 2030 experience, resilience hubs (if applicable)  Cross-departmental collaborative ventures References for recent similar projects, including graphics, date, and cost of services performed, and contact information for an owner’s representative having knowledge of the lead firm’s work. Provide information on the anticipated and completed project schedules and any potential reasons for delay. Section 7: Anticipated Schedule: It is desirable to complete the scope of work as quickly as possible. The lead firm’s estimate of the time required to complete the work will be a consideration in the consultant selection process. The proposal shall include a statement or chart showing the anticipated schedule. This schedule should identify the components of the scope of work and any other tasks deemed necessary or desirable and include provisions for review by Town and County staff and other members of the Steering Committee and project Working Groups. Section 8: Project Approach Based upon your examination of the background materials for the project, initial reading of the program elements, and initial observations regarding the site and community context, describe (through graphics and/or words) what you see as your driving force that will animate the project, or outline key project aspects that will guide your project vision. Note: Shortlisted teams will be asked to present an initial project vision as part of the interview. It is anticipated that this vision, while not a “design” per se, will offer each team a means of graphically differentiating themselves and give the interview team a flavor of what kind of outcome might be expected in terms of quality of design. This could be a schematic diagram, or some other conceptual graphic that expresses the intended project approach. Selection Process The Town and Orange County Emergency Management Services will apply the requirements of North Carolina General Statute Section 143-64.31 regarding selection of architectural and engineering services. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 8 Selection Criteria Proposals received will first be reviewed for completeness and inclusion of the information specified in the submittal requirements. The absence of required information may result in exclusion from further consideration. Proposals will then be evaluated on the following criteria:  Previous relevant project team experience working together  Qualifications of the project team members  Capability of the lead firm to manage the work  Acceptability of the proposed schedule  Accessibility of project team members  Experience with prior projects of a similar nature  Project Approach  Other areas that may be determined by the Town Anticipated Selection Schedule All proposals must be submitted to the Purchasing and Contracts Manager by 3:00 P.M. on June 27, 2025. After review by the Town of Chapel Hill and Orange County Emergency Management Services, interviews are anticipated to be scheduled for late July. It is hoped that a contract will be awarded by August 15, 2025. Details of SOQ Submission SOQ, subject to the conditions made a part hereof, will be accepted until 3:00 P.M., on June 27, 2025, for furnishing services described herein. A tentative timeline is provided below: Table 1: RFQ Timeline Date Event 05/28/2025 Distribution of RFQ 06/13/2025 Questions due in writing by 2:00 P.M. to Chad Brown. at cbrown1@townofchapelhill.org 06/20/2025 Answers to questions received will be published by 5:00 P.M. on Town website under Bid Notices at www.townofchapelhilll.org 06/27/2025 Proposals due by 3:00 P.M. (See Electronic Delivery below) 07/18/2025 Selection and Notification Electronic Delivery The Statements of Qualifications must be submitted as a pdf file attached to an e-mail message and sent to zalam@townofchapelhill.org with the following inserted in the "subject" line of the e-mail: " RFQ for Professional Services for a Site Feasibility Study for a combined Fire and EMS Facility in the Town of Chapel Hill” Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 9 Philosophy Statement The primary function of Town of Chapel Hill facilities is to establish space and an atmosphere whereby the Town staff has the support and tools to provide excellent service to the public and other Town staff. Design and construction of the space are undertaken in a manner consistent with community and organizational values, environmental and fiscal sustainability, and open and accessible government while encouraging engagement and collaboration for all who enter those facilities. We desire our facilities to be friendly, welcoming, and safe for all. Goals 1. Safe: Town facilities are safe spaces that encourage employee wellness. Construction materials and design protect employees from health and human threats. There are areas for employees to take breaks, congregate, socialize, and exercise. 2. Functional: Space is designed around user needs and common functions. Facilities have multi-functional meeting spaces that can be used for training, public and private meetings, and work areas for individuals or teams. a. Dedicated Space: Facilities also have adequate space for specific needs like training that is not used for other purposes. b. Security: Functions that require security and privacy are appropriately separated from non-secure areas. 3. User-oriented: Facilities are designed to be consistent with the Town staff’s adopted “RESPECT” value statement and include a user-friendly layout that is straightforward and easy to navigate. Public areas are attractive, inviting spaces that convey professionalism and functionality. 4. Adaptable: New facilities or reconfigurations of existing space are designed for present and future needs. Consideration is given to potential growth and future organizational needs. Design reflects the day-to-day use of a facility as well as special and unique situations. Insurance The successful submitter shall procure and maintain during the life of the Contract the following insurance coverages: Worker’s Compensation: Coverage to apply for all employees for statutory limits in compliance with the applicable state and federal laws. The policy must include employer’s liability with a limit of $100,000 for each accident, $100,000 bodily injury by disease each employee and $500,000 bodily injury by disease policy limit. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 10 Commercial General Liability: Shall have minimum limits of $1,000,000 per occurrence combined single limit for bodily injury liability and property damage liability. This shall include premises and/or operations, independent contractors, products and/or completed operations, broad form property damage and explosion, collapse and underground damage coverage, sudden and accidental pollution losses, and a contractual liability endorsement. Business Auto Policy: Shall have minimum limits of $1,000,000 per occurrence combined single limit for bodily injury liability and property damage liability. This shall include owned vehicles, hired and non-owned vehicles and employee non-ownership. Professional Liability Insurance: The selected firm will be required to furnish proof of professional liability insurance coverage in the minimum amount of $1,000,000. Special Requirements: Based on nature of services to be provided by the firm and assessment of risk posed to the Town, the Town may require evidence of supplementary insurance coverages. The Town of Chapel Hill and Orange County are to be named as an additional insured on the Commercial General Liability policy. Current, valid insurance policies meeting the above requirements shall be maintained for the duration of the project. Renewal certificates shall be sent to Orange County and the Town of Chapel Hill thirty (30) days prior to any expiration date. There shall also be a 30-day notification to the Town and the County in the event of cancellation or modification of any stipulated insurance coverage. Certificates of Insurance on an Accord 25 (8/84) or similar form meeting the required insurance provisions shall be forwarded to the Town of Chapel Hill and Orange County. Wording on the Certificate of Insurance which states that no liability shall be imposed upon the company for failure to provide such notice is not acceptable. Original policies or certified copies of policies may be required by the Town at any time. Hold Harmless: The Contractor agrees to indemnify and hold harmless the Town of Chapel Hill and Orange county from all loss, liability, claims or expense (including reasonable attorneys’ fees) arising from bodily injury, including death or property damage to any person or persons proximately caused in whole or in part by the negligence or willful misconduct of the Contractor except to the extent same are caused by the negligence or misconduct of the Town or the County. Preparation Costs The Town of Chapel Hill and/or Orange County will not pay any cost associated with the preparation, submittal, presentation, or evaluation of any statements of qualification. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Site Feasibility Study for a Combined Fire and EMS Station Bid: AE-25-006, Town of Chapel Hill, North Carolina May 28, 2025 Page 11 Additional Terms and Conditions All proposals and other material submitted become the property of the Town of Chapel Hill. The Town of Chapel Hill and the County reserves the right to add terms and conditions during contract negotiations. These terms and conditions will be within the scope of the SOQ and will not affect the proposal evaluations. This feasibility study project will utilize the standard Orange County Emergency Management Services contract for professional services. The County will be the sole source of funding and payments made directly to the provider for the Basic Service Fees in this agreement. A copy of this standard contract document is attached for reference. The terms and conditions of the contract are subject to change without notice. Prohibited Contract Terms In no event shall there be any of the following unless Town’s and the County’s express prior written agreement is obtained: (1) any limitation on, or disclaimer of, implied or express warranties or the liability of Contractor; (2) any limitation of damages, including a limitation on consequential damages; (3) any requirement for arbitration or for mandatory mediation; (4) any requirement that Town or County officials or employees keep information confidential or any requirement that records be kept confidential by the Town and/or the County, unless the requirement for confidentiality meets the requirements of the Public Records Law. Open Records Information submitted to the Town of Chapel Hill is public information and is available upon request in accordance with the North Carolina Public Information Act. As provided by North Carolina statute and rule, the Town will consider keeping confidential the trade secrets, which the firm does not wish to be disclosed. For such information, each page must be marked in boldface at the top and bottom as “CONFIDENTIAL”. In spite of what is labeled as a trade secret, the determination whether it is or not will be determined by North Carolina General Statutes 132- 1.2(1). Attached is a sample of the Services Agreement Contract that will be used. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 1 Revised 01/24 NORTH CAROLINA [Departmental Use Only] TITLE FY SERVICES AGREEMENT RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this day of , 20 , (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County"), the Town of Chapel Hill (hereinafter, the “Town”), and , (hereinafter, the "Provider"). WITNESSETH: That the County, the Town, and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement (“Agreement”) is for services to be rendered by Provider to the County and Town with respect to (insert type of project): 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 and Town 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: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 2 Revised 01/24 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 or Town. 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 and Town. No permission for subcontracting shall create, between the County and/or the Town and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of the County and Town. 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 or Town, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County and Town 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 and Town may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 3 Revised 01/24 i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s and Town’s Request for Qualifications (the “RFQ”) “RFQ Number for “ ” issued , 20 , and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. This document shall have preference; provided that where either any exhibit attached hereto or this document establishes higher standards for performance by either party, the higher standard, wherever located, shall apply. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s and Town’s RFQ together with attachments, Provider’s Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. 2. 3. 4. 5. 6. 7. iii) Should the County and Town reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), the County and Town shall notify Provider of the failure to meet the Milestone Date. The County and Town, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County and Town may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County and Town may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from to . Any renewal provisions that may be contained in any exhibit attached hereto are void and without effect. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 4 Revised 01/24 ii) Should the County and Town 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 or Town. iii) The Commencement Date for the Provider's Basic Services shall be . 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 and Town) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Dollars ($ ). In the event the amount stated on an invoice is disputed by the County or Town, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County’s and Town’s acknowledgement of the satisfactory completion of Task one. Upon the County’s and Town’s acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. Sole Source for Compensation. Subject to the Inter-Local Agreement between Orange County and the Town of Chapel Hill regarding this project, the County will be the sole source of funding and payments made directly to the provider for the Basic Service Fees in this agreement. This reference does not grant any rights to Provider under the Inter- Local Agreement. To the extent allowed by law the County agrees to indemnify the Town for any claim regarding non-payment made by the Provider, up to the amounts identified in the Inter-Local Agreement ($50,000.00). c. Additional Services. County and Town shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County and Town requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County and the Town a. Cooperation and Coordination. The County and Town have designated ( ) to act as the County's and Town’s representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager, Town Manager, or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 5 Revised 01/24 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 and/or Town’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 and/or Town’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (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 and the Town’s Risk Manager. b. Both the County and the Town shall be named as an additional insured under the Provider’s Commercial General Liability and Business Automobile policies. 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 and the Town 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 or Town. It is the intent of this provision to require the Provider to indemnify the County and Town 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 and Town. 10. Termination a. Termination for Convenience of the County and Town. This Agreement may be terminated without cause by the County and/or Town 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 or Town’s material breach of this Agreement; provided, the County and Town have not taken all reasonable actions to remedy the breach. The Provider shall give the County and Town seven (7) days' prior written notice of its intent to terminate this Agreement for Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 6 Revised 01/24 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, Town of Chapel Hill, or by North Carolina due to events directly impacting Orange County or the Town of Chapel Hill. 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 or town due to errors or omissions of the Provider. Upon request of the County and Town, the Provider shall submit to County and Town 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 and Town 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 and Town to require compliance by the Provider with any provisions of this Agreement or the waiver by the County and Town of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County or Town for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County and/or Town may suspend the Basic Services and this Agreement at any time for County’s and/or Town’s convenience and without penalty to County and/or Town upon three (3) days’ notice to Provider. Upon any suspension by County and/or Town, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County and Town. 11. Additional Provisions a. Limitation and Assignment. The County, Town, and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County, Town, 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. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 7 Revised 01/24 http://www.orangecountync.gov/departments/purchasing_division/contracts.php .) Any violation of this requirement is a breach of this Agreement and County and/or Town may immediately terminate this Agreement without further obligation on the part of the County or Town. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 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- 6.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFQ and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County, the Town, and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. No other warranties, inducements, considerations, promises, or interpretations shall be implied or impressed upon this Agreement that are not expressly addressed herein. 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 Town 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 Town 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 and the Town. h. Non-Appropriation and Government Action. Provider acknowledges that County and the Town are governmental entities, 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 or Town immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County and/or Town shall not activate this non-appropriation provision for its convenience or to Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 8 Revised 01/24 circumvent the requirements of this Agreement. In the event of a change in the County’s or Town’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s or Town’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County or Town upon written notice to Provider of such limitation or change in County’s or Town’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. Construction project Related Sales Tax: If applicable, the Provider must provide certified statements regarding the cost of materials purchased and the amount of North Carolina sales and use taxes paid by Provider and any subconsultants. Provider further agrees to provide the County and Town with any additional information and documentation the County and/or Town might request in the event the Commissioner of Revenue of the State of North Carolina requires more information to substantiate a refund claim by the County or Town for sales or use tax. The County will not make payment until these statements are submitted. Any tax refunds received by the County or Town will remain with the County or Town. k. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name & Address Attention: P.O. Box 8181 Hillsborough, NC 27278 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 9 Revised 01/24 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: By: Printed Name and Title TOWN OF CHAPEL HILL DEPARTMENT HEAD/EXECUTIVE DIRECTOR OR DEPUTY/TOWN MANAGER PRINTED NAME & DEPARTMENT ATTEST BY TOWN CLERK: TOWN CLERK/DEPUTY TOWN CLERK TOWN SEAL Town Clerk attests date this the day of 20 . Approved as to Form and Authorization ATTORNEY FOR TOWN This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. FINANCE OFFICER DATE Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 10Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Vendor Contact Person: Phone: Address: City State: Zip: Department: Amount: Purpose: Budget Code(s): Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by 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: ) Bidding 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: Office of the Clerk to the Board Date: Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 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 10/22/2025 Watson Insurance Agency,Inc. 245 East Second Avenue PO Box 879 Gastonia NC 28053-0879 Taylor Mayes 704-865-8584 704-866-9866 tmayes@watsoninsurance.com Cincinnati Insurance Company 10677 STEWART-01 Accident Fund National Insurance Company 12305Stewart-Cooper-Newell Architects,P.A. 719 East Second Ave Gastonia NC 28054 Travelers Casualty &Surety Company of America 92613 1791460316 A X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y Y EPP 0184359 7/7/2025 7/7/2026 2,000,000 A 1,000,000 X X X Y Y EBA0184359 7/7/2025 7/7/2026 A X X 1,000,000YEPP01843597/7/2025Y 7/7/2026 1,000,000 X 0 B XY1000432077/7/2025 7/7/2026 1,000,000 1,000,000 1,000,000 C Professional Liability 105598431 4/17/2025 4/17/2026 Occurence Aggregate $1,000,000 $2,000,000 Orange County and the Town of Chapel Hill are additional insureds under the general liability and auto liability coverages but only for the work performed for them by the named insured.Waiver of subrogation in effect for the holder under general liability,auto liability,and workers compensation coverages. Orange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 1 of 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS'COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.Endorsement -Table of Contents: Coverage:Begins on Page: 1.Employee Benefit Liability Coverage.......................................................................................3 2.Unintentional Failure To Disclose Hazards .............................................................................9 3.Damage To Premises Rented To You ......................................................................................9 4.Supplementary Payments ......................................................................................................10 5.Medical Payments ...................................................................................................................10 6.180 Day Coverage For Newly Formed Or Acquired Organizations ...................................10 7.Waiver Of Subrogation ...........................................................................................................11 8.Automatic Additional Insured -Specified Relationships:..................................................11 •Managers Or Lessors Of Premises; •Lessor Of Leased Equipment; •Vendors; •State Or Governmental Agency Or Subdivision Or Political Subdivision -Permits Or Authorizations Relating To Premises; and •Mortgagee, Assignee Or Receiver 9.Property Damage To Borrowed Equipment .........................................................................14 10.Employees As Insureds -Specified Health Care Services And Good Samaritan Services ...................................................................................................................................15 11.Broadened Notice Of Occurrence .........................................................................................15 12.Nonowned Aircraft ..................................................................................................................15 13.Bodily Injury Redefined ..........................................................................................................15 14.Expected Or Intended Injury Redefined ...............................................................................15 15.Former Employees As Insureds ............................................................................................15 16.Voluntary Property Damage Coverage And Care,Custody Or Control Liability Coverage..................................................................................................................................16 17.Broadened Contractual Liability -Work Within 50'Of Railroad Property.........................17 18.Alienated Premises .................................................................................................................17 B.Limits Of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1.Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount:$1,000 3.Damage To Premises Rented To You The lesser of: a.The Each Occurrence Limit shown in the Declarations; or b.$500,000 unless otherwise stated $ 4.Supplementary Payments a.Bail Bonds:$2,500 Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 2 of 17 b.Loss Of Earnings: $500 5.Medical Payments Medical Expense Limit:$10,000 9.Property Damage To Borrowed Equipment Each Occurrence Limit:$10,000 Deductible Amount:$250 16.Voluntary Property Damage Coverage (Coverage a.)And Care, Custody Or Control Liability Coverage (Coverage b.) Limits Of Insurance Coverage a. $1,000 Each Occurrence $5,000 Aggregate Coverage b.$5,000 Each Occurrence unless otherwise stated $ Deductible Amount (Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated $ COVERAGE PREMIUM BASIS (a)Area (b)Payroll (c)Gross Sales (d)Units (e)Other RATE (For Limits in Excess of $5,000) ADVANCE PREMIUM (For Limits in Excess of $5,000) b.Care, Custody Or Control $ TOTAL ANNUAL PREMIUM $ Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 3 of 17 C.Coverages 1.Employee Benefit Liability Coverage a.The following is added to Section I - Coverages: Employee Benefit Liability Cover- age (1)Insuring Agreement (a)We will pay those sums that the insured becomes legally obligated to pay as damag- es caused by any act, error or omission of the insured, or of any other person for whose acts the insured is legally liable, to which this insurance applies. W e will have the right and duty to defend the insured against any "suit"seeking those damages. However, we will have no duty to defend against any "suit"seeking damages to which this in- surance does not apply. We may,at our discretion, in- vestigate any report of an act, error or omission and settle any claim or "suit"that may result. But: 1)The amount we will pay for damages is limited as described in Section III -Limits Of Insur- ance; and 2)Our right and duty to defend ends when we have used up the appli- cable limit of insurance in the payment of judg- ments or settlements. No other obligation or liabil- ity to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. (b)This insurance applies to damages only if the act, er- ror or omission, is negligent- ly committed in the "admin- istration"of your "employee benefit program"; and 1)Occurs during the policy period; or 2)Occurred prior to the "first effective date"of this endorsement pro- vided: a)You did not have knowledge of a claim or "suit"on or before the "first ef- fective date"of this endorsement. You will be deemed to have knowledge of a claim or "suit" when any "author- ized representa- tive"; i)Reports all, or any part,of the act, error or omission to us or any other insurer; ii)Receives a written or ver- bal demand or claim for dam- ages because of the act, er- ror or omis- sion; and b)There is no other applicable insur- ance. (2)Exclusions This insurance does not apply to: (a)Bodily Injury, Property Damage Or Personal And Advertising Injury "Bodily injury", "property damage"or "personal and advertising injury". (b)Dishonest,Fraudulent, Criminal Or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or mali- cious act, error or omission, committed by any insured, including the willful or reck- less violation of any statute. (c)Failure To Perform A Con- tract Damages arising out of fail- ure of performance of con- tract by any insurer. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 4 of 17 (d)Insufficiency Of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the "employee benefit program". (e)Inadequacy Of Perfor- mance Of Invest- ment/Advice Given With Respect To Participation Any claim based upon: 1)Failure of any invest- ment to perform; 2)Errors in providing in- formation on past per- formance of investment vehicles; or 3)Advice given to any person with respect to that person's decision to participate or not to par- ticipate in any plan in- cluded in the "employee benefit program". (f)Workers'Compensation And Similar Laws Any claim arising out of your failure to comply with the mandatory provisions of any workers'compensation,un- employment compensation insurance, social security or disability benefits law or any similar law. (g)ERISA Damages for which any in- sured is liable because of li- ability imposed on a fiduci- ary by the Employee Re- tirement Income Security Act of 1974, as now or hereafter amended,or by any similar federal, state or local laws. (h)Available Benefits Any claim for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured,from the applicable funds accrued or other col- lectible insurance. (i)Taxes, Fines Or Penalties Taxes, fines or penalties, in- cluding those imposed un- der the Internal Revenue Code or any similar state or local law. (j)Employment-Related Prac- tices Any liability arising out of any: (1)Refusal to employ; (2)Termination of employ- ment; (3)Coercion, demotion, evaluation, reassign- ment, discipline,defa- mation, harassment, humiliation, discrimina- tion or other employ- ment -related practices, acts or omissions; or (4)Consequential liability as a result of (1), (2) or (3)above. This exclusion applies whether the insured may be held liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the in- jury. (3)Supplementary Payments Section I -Coverages, Sup- plementary Payments -Cover- ages A And B also apply to this Coverage. b.Who Is An Insured As respects Employee Benefit Lia- bility Coverage, Section II -Who Is An Insured is replaced by the follow- ing: (1)If you are designated in the Dec- larations as: (a)An individual, you and your spouse are insureds, but on- ly with respect to the con- duct of a business of which you are the sole owner. (b)A partnership or joint ven- ture, you are an insured. Your members, your part- Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 5 of 17 ners,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 in- sureds,but only with respect to their duties as your man- agers. (d)An organization other than a partnership, joint venture or limited liability company,you are an insured. Your "execu- tive 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 re- spect to their liability as stockholders. (e)A trust, you are an insured. Your trustees are also in- sureds, but only with respect to their duties as trustees. (2)Each of the following is also an insured: (a)Each of your "employees" who is or was authorized to administer your "employee benefit program"; (b)Any persons,organizations or "employees"having prop- er temporary authorization to administer your "employ- ee benefit program"if you die, but only until your legal representative is appointed; or (c)Your legal representative if you die, but only with re- spect to duties as such. That representative will have all your rights and duties under this Coverage Part. (3)Any organization you newly ac- quire or form, other than a part- nership,joint venture or limited liability company, and over which you maintain ownership or major- ity interest, will qualify as a Named Insured if no other similar insurance applies to that organi- zation. However,coverage under this provision: (a)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)Does not apply to any act, error or omission that was committed before you ac- quired or formed the organi- zation. c.Limits Of Insurance As respects Employee Benefit Lia- bility Coverage, Section III -Limits Of Insurance is replaced by the fol- lowing: (1)The Limits of Insurance shown in Section B. Limits Of Insurance, 1.Employee Benefit Liability Coverage and the rules below fix the most we will pay regardless of the number of: (a)Insureds; (b)Claims made or "suits" brought; (c)Persons or organizations making claims or bringing "suits"; (d)Acts, errors or omissions; or (e)Benefits included in your "employee benefit program". (2)The Aggregate Limit shown in Section B.Limits Of Insurance, 1.Employee Benefit Liability Coverage of this endorsement is the most we will pay for all dam- ages because of acts, errors or omissions negligently committed in the "administration"of your "employee benefit program". (3)Subject to the limit described in (2)above, the Each Employee Limit shown in Section B.Limits Of Insurance, 1.Employee Benefit Liability Coverage of this endorsement is the most we will pay for all damages sus- tained by any one "employee", including damages sustained by such "employee's"dependents and beneficiaries, as a result of: (a)An act, error or omission; or Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 6 of 17 (b)A series of related acts, er- rors or omissions, regard- less of the amount of time that lapses between such acts, errors or omissions; negligently committed in the "administration"of your "employ- ee benefit program". However, the amount paid under this endorsement shall not ex- ceed, and will be subject to the limits and restrictions that apply to the payment of benefits in any plan included in the "employee benefit program." (4)Deductible Amount (a)Our obligation to pay dam- ages on behalf of the in- sured applies only to the amount of damages in ex- cess of the Deductible Amount stated in the Decla- rations as applicable to Each Employee. The limits of insurance shall not be re- duced by the amount of this deductible. (b)The Deductible Amount stated in the Declarations applies to all damages sus- tained by any one "employ- ee", including such "employ- ee's"dependents and bene- ficiaries, because of all acts, errors or omissions to which this insurance applies. (c)The terms of this insurance, including those with respect to: 1)Our right and duty to defend the insured against any "suits" seeking those damag- es; and 2)Your duties, and the du- ties of any other in- volved insured, in the event of an act,error or omission, or claim; apply irrespective of the ap- plication of the Deductible Amount. (d)We may pay any part or all of the Deductible Amount to effect settlement of any claim or "suit"and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the Deductible Amount as we have paid. d.Additional Conditions As respects Employee Benefit Lia- bility Coverage, Section IV -Com- mercial General Liability Condi- tions is amended as follows: (1)Item 2.Duties In The Event Of Occurrence,Offense, Claim Or Suit is replaced by the following: 2.Duties In The Event Of An Act, Error Or Omission, Or Claim Or Suit a.You must see to it that we are notified as soon as practicable of an act, error or omission which may result in a claim. To the extent possible, notice should include: (1)What the act, error or omission was and when it oc- curred; and (2)The names and addresses of any- one who may suf- fer damages as a result of the act, error or omission. b.If a claim is made or "suit"is brought against any insured, you must: (1)Immediately record the specifics of the claim or "suit"and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practicable. c.You and any other in- volved insured must: (1)Immediately send us copies of any demands, notices, summonses or le- gal papers re- Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 7 of 17 ceived in connec- tion with the claim or "suit"; (2)Authorize us to ob- tain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the en- forcement of any right against any person or organi- zation which may be liable to the in- sured because of an act, error or omission to which this insurance may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment,assume any obligation, or incur any expense without our consent. (2)Item 5.Other Insurance is re- placed by the following: 5.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is prima- ry except when c.below applies. If this insurance is primary,our obliga- tions are not affected unless any of the other insurance is also prima- ry. Then, we will share with all that other insur- ance by the method de- scribed in b.below. b.Method Of Sharing If all of the other insur- ance permits contribu- tion by equal shares, we will follow this meth- od also. Under this ap- proach 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 in- surance does not permit contribution by equal shares, we will contrib- ute 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 insur- ers. c.No Coverage This insurance shall not cover any loss for which the insured is entitled to recovery under any other insurance in force previous to the effective date of this Coverage Part. e.Additional Definitions As respects Employee Benefit Lia- bility Coverage, Section V -Defini- tions is amended as follows: (1)The following definitions are added: 1."Administration"means: a.Providing information to "employees", including their dependents and beneficiaries, with re- spect to eligibility for or scope of "employee benefit programs"; b.Interpreting the "em- ployee benefit pro- grams"; c.Handling records in connection with the "employee benefit pro- grams"; or d.Effecting, continuing or terminating any "em- ployee's"participation in Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 8 of 17 any benefit included in the "employee benefit program". However, "administration" does not include: a.Handling payroll deduc- tions; or b.The failure to effect or maintain any insurance or adequate limits of coverage of insurance, including but not limited to unemployment insur- ance, social security benefits,workers'com- pensation and disability benefits. 2."Cafeteria plans"means plans authorized by applica- ble law to allow "employees" to elect to pay for certain benefits with pre-tax dollars. 3."Employee benefit pro- grams"means a program providing some of all of the following benefits to "em- ployees", whether provided through a "cafeteria plan"or otherwise: a.Group life insurance; group accident or health insurance; dental, vision and hearing plans; and flexible spending ac- counts; provided that no one other than an "em- ployee"may subscribe to such benefits and such benefits are made generally available to those "employees"who satisfy the plan's eligibil- ity requirements; b.Profit sharing plans, employee savings plans, employee stock ownership plans, pen- sion plans and stock subscription plans, pro- vided that no one other than an "employee" may subscribe to such benefits and such bene- fits are made generally available to all "employ- ees"who are eligible under the plan for such benefits; c.Unemployment insur- ance, social security benefits, workers'com- pensation and disability benefits; and d.Vacation plans, includ- ing buy and sell pro- grams; leave of ab- sence programs, includ- ing military, maternity, family,and civil leave; tuition assistance plans; transportation and health club subsidies. 4."First effective date"means the date upon which cover- age was first effected in a series of uninterrupted re- newals of insurance cover- age. (2)The following definitions are de- leted in their entirety and re- placed by the following: 8."Employee"means a person actively employed, formerly employed, on leave of ab- sence or disabled,or retired. "Employee"includes a "leased worker". "Employee" does not include a "tempo- rary worker". 21."Suit"means a civil proceed- ing in which money damag- es because of an act,error or omission to which this in- surance applies are alleged. "Suit"includes: a.An arbitration proceed- ing in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; b.Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the in- sured submits with our consent; or c.An appeal of a civil pro- ceeding. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 9 of 17 2.Unintentional Failure To Disclose Haz- ards Section IV -Commercial General Liabil- ity Conditions, 7.Representations is amended by the addition of the following: Based on our dependence upon your rep- resentations as to existing hazards,if un- intentionally you should fail to disclose all such hazards at the inception date of your policy,we will not reject coverage under this Coverage Part based solely on such failure. 3.Damage To Premises Rented To You a.The last Paragraph of 2. Exclusions under Section I -Coverage A -Bod- ily Injury And Property Damage Li- ability is replaced by the following: Exclusions c.through q.do not apply to "property damage"by fire, explo- sion,lightning, smoke or soot to premises while rented to you or tem- porarily occupied by you with permis- sion of the owner,for which the amount we will pay is limited to the Damage To Premises Rented To You Limit as described in Section III -Limits Of Insurance. b.The insurance provided under Sec- tion I -Coverage A -Bodily Injury And Property Damage Liability ap- plies to "property damage"arising out of water damage to premises that are both rented to and occupied by you. (1)As respects Water Damage Le- gal Liability,as provided in Para- graph 3.b.above: The exclusions under Section I - Coverage A -Bodily Injury And Property Damage Liability,2. Exclusions, other than i. War and the Nuclear Energy Liabil- ity Exclusion (Broad Form),are deleted and the following are added: This insurance does not apply to: (a)"Property damage": (i)Assumed in any con- tract or agreement; or (ii)Caused by or resulting from any of the follow- ing: 1)Wear and tear; 2)Rust or other cor- rosion,decay,de- terioration, hidden or latent defect or any quality in property that caus- es it to damage or destroy itself; 3)Smog; 4)Mechanical break- down,including rupture or bursting caused by centrif- ugal force; 5)Settling,cracking, shrinking or ex- pansion; 6)Nesting or infesta- tion, or discharge or release of waste products or secre- tions, by insects, birds,rodents or other animals; or 7)Presence, growth, proliferation, spread or any ac- tivity of fungus,in- cluding mold or mildew, and any mycotoxins, spores, scents or byproducts pro- duced or released by fungi. (b)"Property damage"caused directly or indirectly by any of the following: (i)Earthquake, volcanic eruption, landslide or any other earth move- ment; (ii)Water that backs up or overflows or is other- wise discharged from a sewer,drain,sump, sump pump or related equipment; (iii)Water under the ground surface pressing on,or flowing or seeping through: 1)Foundations, walls, floors or paved surfaces; Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 10 of 17 2)Basements, whether paved or not; or 3)Doors,windows or other openings. (c)"Property damage"caused by or resulting from water that leaks or flows from plumbing,heating, air condi- tioning, fire protection sys- tems,or other equipment, caused by or resulting from freezing, unless: (i)You did your best to maintain heat in the building or structure; or (ii)You drained the equip- ment and shut off the water supply if the heat was not maintained. (d)"Property damage"to: (i)Plumbing,heating,air conditioning,fire protec- tion systems,or other equipment or applianc- es; or (ii)The interior of any building or structure, or to personal property in the building or structure, caused by or resulting from rain, snow, sleet or ice, whether driven by wind or not. c.Limit Of Insurance With respect to the insurance afford- ed in Paragraphs 3.a. and 3.b.above, the Damage To Premises Rented To You Limit as shown in the Decla- rations is amended as follows: (1)Paragraph 6. of Section III - Limits Of Insurance is replaced by the following: 6.Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A -Bodily Injury And Property Dam- age Liability for damages because of "property dam- age"to any one premises: a.W hile rented to you,or temporarily occupied by you with permission of the owner; b.In the case of damage by fire, explosion, light- ning,smoke or soot, while rented to you; or c.In the case of damage by water, while rented to and occupied by you. (2)The most we will pay is limited as described in Section B.Limits Of Insurance, 3.Damage To Premises Rented To You of this endorsement. 4.Supplementary Payments Under Section I -Supplementary Pay- ments -Coverages A And B: a.Paragraph 2.is replaced by the fol- lowing: Up to the limit shown in Section B. Limits Of Insurance, 4.a.Bail Bonds of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage ap- plies. W e do not have to furnish these bonds. b.Paragraph 4.is replaced by the fol- lowing: All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the limit shown in Sec- tion B.Limits Of Insurance, 4.b. Loss Of Earnings of this endorsement per day because of time off from work. 5.Medical Payments The Medical Expense Limit of Any One Person as stated in the Declarations is amended to the limit shown in Section B. Limits Of Insurance, 5. Medical Pay- ments of this endorsement. 6.180 Day Coverage For Newly Formed Or Acquired Organizations Section II -Who Is An Insured is amended as follows: Subparagraph a.of Paragraph 3.is re- placed by the following: a.Insurance under this provision is af- forded only until the 180th day after Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 11 of 17 you acquire or form the organization or the end of the policy period, whichever is earlier; 7.Waiver Of Subrogation Section IV -Commercial General Liabil- ity Conditions, 9.Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a written contract or agree- ment with that person or organization and included in the "products-completed oper- ations hazard". However, our rights may only be waived prior to the "occurrence" giving rise to the injury or damage for which we make payment under this Cov- erage Part. The insured must do nothing after a loss to impair our rights. At our re- quest, the insured will bring "suit"or trans- fer those rights to us and help us enforce those rights. 8.Automatic Additional Insured -Speci- fied Relationships a.The following is added to Section II - Who Is An Insured: (1)Any person(s)or organization(s) described in Paragraph 8.a.(2)of this endorsement (hereinafter re- ferred to as additional insured) whom you are required to add as an additional insured under this Coverage Part by reason of a written contract,written agree- ment, written permit or written authorization. (2)Only the following persons or or- ganizations are additional in- sureds under this endorsement, and insurance coverage provided to such additional insureds is lim- ited as provided herein: (a)Managers Or Lessors Of Premises The manager or lessor of a premises leased to you with whom you have agreed per Paragraph 8.a.(1)of this en- dorsement to provide insur- ance, but only with respect to liability arising out of the ownership, maintenance or use of that part of the prem- ises leased to you,subject to the following additional exclusions: This insurance does not ap- ply to: (i)Any "occurrence"which takes place after you cease to be a tenant in that premises; (ii)Structural alterations, new construction or demolition operations performed by or on be- half of such additional insured. (b)Lessor Of Leased Equip- ment Any person or organization from whom you lease equipment when you and such person(s) or organiza- tion(s) have agreed per Par- agraph 8.a.(1)of this en- dorsement to provide insur- ance. Such person(s) or or- ganization(s) are insureds 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 or- ganization(s).A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends.However, this insurance does not ap- ply to any "occurrence" which takes place after the equipment lease expires. (c)Vendors Any person or organization (referred to below as ven- dor) with whom you have agreed per Paragraph 8.a.(1)of this endorsement to provide insurance, but on- ly with respect to "bodily in- jury"or "property damage" arising out of "your products" which are distributed or sold in the regular course of the Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 12 of 17 vendor's business, subject to the following additional exclusions: (i)The insurance afforded the vendor does not apply to: 1)"Bodily injury"or "property damage" for which the ven- dor is obligated to pay damages by reason of the as- sumption 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; 2)Any express war- ranty unauthorized by you; 3)Any physical or chemical change in the product made intentionally by the vendor; 4)Repackaging, ex- cept when un- packed solely for the purpose of in- spection, demon- stration,testing, or the substitution of parts under in- structions from the manufacturer, and then repackaged in the original con- tainer; 5)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normal- ly undertakes to make in the usual course of busi- ness, in connection with the distribution or sale of the products; 6)Demonstration,in- stallation, servicing or repair opera- tions, except such operations per- formed at the ven- dor's premises in connection with the sale of the product; 7)Products which, af- ter distribution or sale by you, have been labeled or re- labeled or used as a container,part or ingredient of any other thing or sub- stance by or for the vendor; or 8)"Bodily injury"or "property damage" arising out of the sole negligence of the vendor for its own acts or omis- sions or those of its employees or anyone else acting on its behalf.How- ever,this exclusion does not apply to: a)The excep- tions contained in Paragraphs (c) (i) 4) or 6) of this en- dorsement;or b)Such inspec- tions, adjust- ments, tests or servicing as the vendor has agreed to make or nor- mally under- takes to make in the usual course of business, in connection with the distri- bution or sale of the prod- ucts. (ii)This insurance does not apply to any insured person or organization: 1)From whom you have acquired such products,or any ingredient, part Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 13 of 17 or container, enter- ing into, accompa- nying or containing such products; or 2)When liability in- cluded within the "products- completed opera- tions hazard"has been excluded un- der this Coverage Part with respect to such products. (d)State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises Any state or governmental agency or subdivision or po- litical subdivision with which you have agreed per Para- graph 8.a.(1)of this en- dorsement to provide insur- ance, subject to the follow- ing additional provision: This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political sub- division has issued a permit or authorization in connec- tion with premises you own, rent or control and to which this insurance applies: (i)The existence, mainte- nance, repair,construc- tion, erection or removal of advertising signs, awnings, canopies, cel- lar entrances, coal holes, driveways, man- holes, marquees, hoist away openings,side- walk vaults,street ban- ners or decorations and similar exposures; or (ii)The construction, erec- tion or removal of eleva- tors; or (iii)The ownership, mainte- nance or use of any el- evators covered by this insurance. (e)Mortgagee, Assignee Or Receiver Any person or organization with whom you have agreed per Paragraph 8.a.(1) of this endorsement to provide in- surance, but only with re- spect to their liability as mortgagee, assignee, or re- ceiver and arising out of the ownership, maintenance,or use of the premises by you. However, this insurance does not apply to structural alterations, new construction and demolition operations performed by or for that per- son or organization. (3)The insurance afforded to addi- tional insureds described in Par- agraph 8.a.(1)of this endorse- ment: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the written contract,written agreement, written permit or written authorization to pro- vide for such additional in- sured; and (c)Does not apply to any per- son, organization,vendor, state, governmental agency or subdivision or political subdivision, specifically named as an additional in- sured under any other provi- sion of, or endorsement added to, this Coverage Part, provided such other provision or endorsement covers the injury or damage for which this insurance ap- plies. b.With respect to the insurance afford- ed to the additional insureds de- scribed in Paragraph 8.a.(1)of this endorsement, the following is added to Section III -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of in- surance: (1)Required by the written contract, written agreement, written permit or written authorization described Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 14 of 17 in Paragraph 8.a.(1)of this en- dorsement; 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. c.Section IV -Commercial General Liability Conditions is amended to include the following: Automatic Additional Insured Pro- vision This insurance applies only if the "bodily injury"or "property damage" occurs, or the "personal and advertis- ing injury"offense is committed: (1)During the policy period; and (2)Subsequent to your execution of the written contract or written agreement, or the issuance of a written permit or written authori- zation,described in Paragraph 8.a.(1). d.Section IV -Commercial General Liability Conditions is amended as follows: Condition 5. Other Insurance is amended to include: Primary And Noncontributory In- surance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured per Paragraph 8.a.(1)of this endorsement provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract,agreement, permit or authorization described in 8.a.(2) of this endorsement that this in- surance would be primary and would not seek contribution from any other insurance available to the additional insured. 9.Property Damage To Borrowed Equip- ment a.The following is added to Exclusion 2.j.Damage To Property under Sec- tion I -Coverage A -Bodily Injury And Property Damage Liability: Paragraphs (3)and (4)of this exclu- sion do not apply to tools or equip- ment loaned to you, provided they are not being used to perform operations at the time of loss. b.With respect to the insurance provid- ed by this section of the endorse- ment, the following additional provi- sions apply: (1)The Limits of Insurance shown in the Declarations are replaced by the limits designated in Section B.Limits Of Insurance, 9. Property Damage To Borrowed Equipment of this endorsement with respect to coverage provid- ed by this endorsement. These limits are inclusive of and not in addition to the limits being re- placed. The Limits of Insurance shown in Section B.Limits Of Insurance, 9.Property Damage To Borrowed Equipment of this endorsement fix the most we will pay in any one "occurrence"re- gardless of the number of: (a)Insureds; (b)Claims made or "suits" brought; or (c)Persons or organizations making claims or bringing "suits". (2)Deductible Clause (a)Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the Deductible Amount stated in Section B.Limits Of Insur- ance, 9.Property Damage To Borrowed Equipment of this endorsement. The limits of insurance will not be re- duced by the application of such deductible amount. (b)Section IV -Commercial General Liability Condi- tions,2. Duties In The Event Of Occurrence,Of- fense,Claim Or Suit,ap- plies to each claim or "suit" irrespective of the amount. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 15 of 17 (c)We may pay any part or all of the deductible amount to effect settlement of any claim or "suit"and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the deductible amount as has been paid by us. 10.Employees As Insureds -Specified Health Care Services And Good Samar- itan Services Paragraph 2.a.(1)(d)under Section II - Who Is An Insured does not apply to: a.Your "employees"who provide pro- fessional health care services on your behalf as a duly licensed nurse, emergency medical technician or paramedic in the jurisdiction where an "occurrence"or offense to which this insurance applies takes place; or b.Your "employees"or "volunteer work- ers", other than an employed or vol- unteer doctor, providing first aid or good samaritan services during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 11.Broadened Notice Of Occurrence Paragraph a.of Condition 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV -Com- mercial General Liability Conditions is replaced by the following: a.You must see to it that we are notified as soon as practicable of an "occur- rence"or an offense which may result in a claim. To the extent possible, no- tice should include: (1)How, when and where the "oc- currence"or offense took place; (2)The names and addresses of any injured persons and wit- nesses; and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. This requirement applies only when the "occurrence"or offense is known to an "authorized representative". 12.Nonowned Aircraft The following is added to Exclusion 2.g. Aircraft, Auto Or Watercraft under Sec- tion I -Coverage A -Bodily Injury And Property Damage Liability: This exclusion does not apply to an air- craft you do not own, provided that: a.The pilot in command holds a current effective certificate, issued by a duly constituted authority of the United States of America or Canada, desig- nating that person as a commercial or airline transport pilot; b.The aircraft is rented with a trained, paid crew; and c.The aircraft does not transport per- sons or cargo for a charge. 13.Bodily Injury Redefined Section V -Definitions, 4."Bodily injury" is replaced by the following: 4."Bodily injury"means bodily harm or injury, sickness, disease,disability, humiliation, shock, fright,mental an- guish or mental injury,including care, loss of services or death resulting from any of these at any time. 14.Expected Or Intended Injury Redefined The last sentence of Exclusion 2.a.Ex- pected Or Intended Injury under Sec- tion I -Coverage A -Bodily Injury And Property Damage Liability is replaced by the following: This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect per- sons or property. 15.Former Employees As Insureds The following is added to Paragraph 2. under Section II -Who Is An Insured: 2.Each of the following is also an in- sured: Any of your former "employees", di- rectors, managers, members, part- ners or "executive officers", including but not limited to retired, disabled or those on leave of absence, but only for acts within the scope of their em- ployment by you or for duties related to the conduct of your business. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 16 of 17 16.Voluntary Property Damage Coverage a.Coverage D -Voluntary Property Damage Coverage Section I -Coverages is amended to include the following: (1)Insuring Agreement (a)We will pay the cost to re- pair or replace "property damage"to property of oth- ers arising out of operations incidental to your business when: 1)Damage is caused by you; or 2)Damage occurs while in your possession. At your written request,we will make this payment re- gardless of whether you are at fault for the "property damage". If you, at our request, re- place, or make any repairs to, damaged property of others, the amount we will pay under Voluntary Prop- erty Damage Coverage will be determined by your actu- al cost to replace or repair the damaged property, ex- cluding any profit or over- head. Any payment we make un- der Voluntary Property Damage Coverage shall not be interpreted as an admis- sion of liability by you or by us. It shall be your duty,not our duty,to defend any claim or "suit"to which this insurance applies. No other obligation or liabil- ity to pay sums or perform acts or services is covered. (b)This insurance applies to "property damage"only if: 1)The "property damage" takes place in the "cov- erage territory"; and 2)The "property damage" occurs during the policy period. (2)Exclusions This insurance does not apply to "property damage"that would be excluded by Coverage A -Bodi- ly Injury And Property Damage Liability,2. Exclusions, except for j. Damage To Property, par- agraphs (3),(4), (5)and (6), k. Damage To Your Product, and l. Damage To Your Work. (3)Definitions For purposes of Voluntary Property Damage Coverage only, the following definitions un- der Section V -Definitions are replaced by the following: 16."Occurrence"means an in- cident,including continuous or repeated exposure to substantially the same gen- eral harmful conditions that result in "property damage". 20."Property damage"means physical injury to tangible property. "Electronic data"is not tangible property, and "property damage"does not include disappearance, ab- straction or theft. b.Care, Custody Or Control Liability Coverage For purposes of the coverage provid- ed by Care, Custody Or Control Li- ability Coverage in this endorsement only: (1)Section I -Coverage A -Bodily Injury And Property Damage Liability, 2. Exclusions, j. Damage To Property, Subpara- graphs (3),(4)and (5)do not ap- ply to "property damage"to the property of others described therein. (2)It shall be your duty, not our duty, to defend any claim or "suit"to which this insurance applies. No other obligation or liability to pay sums or perform acts or ser- vices is covered. This Paragraph (2) supersedes any provision in the Coverage Part to the contrary. (3)"Property damage"for which Care,Custody Or Control Lia- bility Coverage provides cover- Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc., with its permission.Page 17 of 17 age shall be deemed to be caused by an "occurrence"but shall not serve to limit or restrict the applicability of any exclusion for "property damage"under this Coverage Part. c.Limits Of Insurance And Deducti- bles For purposes of the coverage provid- ed by Voluntary Property Damage Coverage and Care, Custody Or Control Liability Coverage, Section III -Limits Of Insurance is amended to include the following: (1)The Limits of Insurance shown in the Declarations are replaced by the limits designated in Section B. Limits Of Insurance, 16. Voluntary Property Damage Coverage And Care, Custody Or Control Liability Coverage, in this endorsement. These limits are inclusive of, and not in addi- tion to, the limits being replaced. The Limits of Insurance shown in the Schedule fix the most we will pay regardless of the number of: (a)Insureds; (b)Claims made or "suits" brought;or (c)Persons or organizations making claims or bringing "suits". (2)(a)Subject to (3)below, the Voluntary Property Dam- age Coverage,Each Occur- rence Limit Of Insurance is the most we will pay for the sum of damages under Vol- untary Property Damage Coverage; (b)The Care, Custody Or Con- trol Liability Coverage, Each Occurrence Limit Of Insurance is the most we will pay for the sum of damages under Care, Custody Or Control Liability Coverage; because of all "property damage" arising out of any one "occur- rence". (3)The Voluntary Property Dam- age Coverage,Aggregate Limit Of Insurance is the most we will pay for the sum of all damages under Voluntary Property Damage Coverage. This limit applies separately to each "cov- erage term". (4)Deductible Clause (a)Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the Deductible Amount stated for the applicable coverage in the Schedule. The limits of insurance will not be re- duced by the application of such Deductible Amount. (b)Section IV -Commercial General Liability Condi- tions, 2.Duties In The Event Of Occurrence,Of- fense,Claim Or Suit,ap- plies to each claim or "suit" irrespective of the amount. (c)We may pay any part or all of the Deductible Amount to effect settlement of any claim or "suit"and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the Deductible Amount as has been paid by us. 17.Broadened Contractual Liability -Work Within 50'Of Railroad Property Section V -Definitions, 12."Insured con- tract"is amended as follows: a.Paragraph c.is replaced by the fol- lowing: c.Any easement or license agree- ment; b.Paragraph f.(1)is deleted in its entire- ty. 18.Alienated Premises Exclusion 2.j. D amage to Property, Paragraph (2)under Section I -Cover- age A -Bodily Injury And Property Damage Liability does not apply if the premises are "your work". Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77 Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84)Copyright 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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 applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization that you perform work for that is liable for an injury, covered by this policy, that prior to the injury has written contract requiring a waiver of our right to recover from them. Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77