Loading...
HomeMy WebLinkAbout2025-759-E-AMS-Terracon Consultants-Board of Elections Expansion GEOTech ServicesRESOLUTION EXEMPTING ORANGE COUNTY BOARD OF ELECTIONS GEOTECHNICAL SERVICES FROM G.S. 143-64.31 WHEREAS, G.S. 143-64.31 requires the initial solicitation and evaluation of firms to perform architectural, engineering, surveying, construction management-at-risk services, and design-build services (collectively “design services”) to be based on qualifications and without regard to fee; WHEREAS, the County proposes to enter into one or more contracts for Geotechnical Services for the Board of Elections Site. WHEREAS, G.S. 143-64.32 authorizes units of local government to exempt contracts for design services from the qualifications-based selection requirements of G.S. 143-64.31 if the estimated fee is less than $50,000; and WHEREAS, the estimated fee for design services for the above-described project is less than $50,000. NOW, THEREFORE, THE MANAGER OF THE ORANGE COUNTY RESOLVES: Section 1. The above-described project is hereby made exempt from the provisions of G.S. 143-64.31. Section 2. This resolution shall be effective upon adoption. _________________________________ ____________________ Travis Myren (County Manager) Date Orange County, North Carolina Docusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 12/23/2025 Revised 01/24 1 [Departmental Use Only] TITLE BOE GEO FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 8th 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") and Terracon Consultants, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Geotechnical Services ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the 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. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 2 ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Geotechnical Services as outlined in proposal dated September 19, 2025 4. Duration of Services a. Term. The term of this Agreement shall be from 12/8/2025 to 1/30/2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 12/8/2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Seven Thousand, Nine Hundred Fifty Dollars ($7,950.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 4 a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall 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. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 5 c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 6 County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 7 i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:A. Barnes Terracon Consultants, Inc P.O. Box 8181 7327 G West Friendly Ave Hillsborough, NC 27278 Greensboro, NC 27410 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ David Hampe, P.E., Senior Project Mgr Printed Name and Title Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4B 12/8/202512/23/2025 Docusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Terracon Consultants, Inc Vendor Contact Person: David Hampe (David.Hampe@terracon.com) Phone: 336.365.7405 Address: 7327 G West Friendly Ave City Greensboro State: NC Zip: 27410 Department: AMS Amount: $7950.00 Purpose: Board of Elections Expansion GEOTech Services Budget Code(s): 61370035- 880000-10089 Vendor # 60991 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 12/8/2025 End Date 1/30/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 10089) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4B 12/8/2025 12/8/2025 12/8/2025 12/22/2025 Docusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 7327 G West Friendly Avenue Greensboro, North Carolina 27410 P (336) 854-8135 Terracon.com Facilities | Environmental | Geotechnical | Materials Proposal Cover Page Spetmeber 19, 2025 Orange County NC 512 North Salisbury Street, Floor 2 Raleigh, NC 27604 Attn: Angel Barnes E: abarnes@orangecountync.gov RE: Cost Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion 208 South Cameron Street Hillsborough, North Carolina Terracon Proposal No. P75255087 Dear Ms. Barnes: We appreciate the opportunity to submit this cost proposal to Orange County NC (Orange County) to provide Geotechnical Engineering services for the above-referenced project. The following are exhibits to the attached Agreement for Services. Exhibit A Project Understanding Exhibit B Scope of Services Exhibit C Compensation and Project Schedule Exhibit D Site Location Exhibit E Anticipated Exploration Plan Our base fee to perform the Scope of Services is shown in Exhibit C and includes additional services for your consideration. Your authorization for Terracon to proceed in accordance with this proposal can be issued by signing and returning a copy of the attached Agreement for Services to our office. Sincerely, Terracon David W. Hampe, P.E. Mitch D. Crayton , P.E. Senior Project Manager Geotechnical Department Manager Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Reference Number: P75255087 Page 1 of 2 Rev.11-22 AGREEMENT FOR SERVICES This AGREEMENT is between Orange County NC (“Client”)and Terracon Consultants, Inc.(“Consultant”) for Services to be provided by Consultant for Client on the Orange County Board of Elections Building Addition project (“Project”), as described in Consultant’s Proposal dated 05/15/2025 (“Proposal”), including but not limited to the Project Information section,unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1.Scope of Services.The scope of Consultant’s services is described in the Proposal, including but not limited to the Scope of Services section (“Services”), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant’s Services do not include the investigation or detection of, nor do recommendations in Consultant’s reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software,Client will execute a separate software license agreement. Consultant’s findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2.Acceptance/ Termination.Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client’s request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3.Change Orders.Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client’s review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4.Compensation and Terms of Payment.Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant’s current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection-related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment.It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5.Third Party Reliance.This Agreement and the Services provided are for Consultant and Client’s sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties other than those who have executed Consultant’s reliance agreement, subject to the prior approval of Consultant and Client. 6.LIMITATION OF LIABILITY.CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT’S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $50,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT’S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT’S COMMERCIAL GENERAL LIABILITY POLICY. 7.Indemnity/Statute of Limitations.Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant’s Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant’s substantial completion of Services on the project. 8.Warranty.Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale.EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT’S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9.Insurance.Consultant represents that it now carries, and will continue to carry: (i) workers’ compensation insurance in accordance with the laws of the states having jurisdiction over Consultant’s employees who are engaged in the Services, and employer’s liability insurance ($1,000,000); (ii) commercial general liability insurance ($2,000,000 occ / $4,000,000 agg); (iii) automobile liability insurance ($2,000,000 B.I. and P.D. combined single limit); (iv) umbrella liability ($5,000,000 occ / agg); and (v) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Reference Number: P75255087 Page 2 of 2 Rev.11-22 10.CONSEQUENTIAL DAMAGES.NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11.Dispute Resolution.Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant’s performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Kansas law. 12.Subsurface Explorations.Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant’s layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13.Testing and Observations.Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce -not eliminate -project risk.Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant’s recommendations. No claims for loss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant’s recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client’s intended purpose.Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant’s Services. Consultant shall not be responsible for the quality and completeness of Client’s contractor’s work or their adherence to the project documents, and Consultant’s performance of testing and observation services shall not relieve Client’s contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client’s contractor or its subcontractors and is not responsible for their means and methods.The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14.Sample Disposition, Affected Materials, and Indemnity.Samples are consumed in testing or disposed of upon completion of the testing procedures (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials (“Affected Materials”) at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies.The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultant’s performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15.Ownership of Documents.Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant’s property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant’s document retention policies and practices. 16.Utilities.Unless otherwise stated in the Proposal,Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant’s attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17.Site Access and Safety.Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees,but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client’s contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant’s employees or subcontractors to do so in order to reduce the risk of exposure to unsafe site conditions. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant’s pre-task planning and risk assessment processes. Consultant:Terracon Consultants, Inc.Client:Orange County NC By:Date:9/19/2025 By:Date: Name/Title:Mitchell D Crayton / Department Manager I Name/Title:Angel Barnes Address:7327 W Friendly Ave Ste G Address:P.O. Box 8181 512 N. Salisbury Street Greensboro, NC 27410-6253 Raleigh, NC 27604 Phone:(336) 854-8135 Fax:Phone:Fax: Email:Mitch.Crayton@terracon.com Email:abarnes@orangecountync.gov Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Exhibit A – Project Understanding Our Scope of Services is based on our understanding of the project as described by Orange County . We have not visited the project site to confirm the information provided. Aspects of the project, undefined or assumed, are highlighted in the table below. We request Orange County and/or the design team verify all information prior to our initiation of field exploration activities . Planned Construction Item Description Information Provided ■ An email request for proposal and qualification was provided by Drew Wilgus, AIA (Smith Sinnett) on May 8, 2025. ■ The email included the RFQ #2024022, prepared by Smith Sinnett ■ An email update was provided by Drew Wilgus, AIA (Smith Sinnett) on Spetmeber 19, 2025, informing us that Terracon has been selected to perform the geotechnical scope of work Project Description ■ The project consists of constructing an addition with ADA ramp and a loading dock ramp for the existing board of elections building . ■ The building addition and ADA ramp are planned within the footprint of the west terraced of the existing building, and the loading dock is planned to be located at the southwest corner of the existing building. ■ The scope of the project is limited to the building addition and the loading dock ramp, and we understand that no other site improvements are anticipated for the scope of this geotechnical exploration. Proposed Structure ■ Stru ctures associated with the project will include a building addition encompassing about 1,250 square feet in plan dimensions and a loading dock ramp. Building Construction ■ The building addition structure will consist of primarily steel frame construction with joists and roof deck and a masonry veneer. ■ The ramp s tructures will consist of cast in pace concrete. ■ All ground floors will be concrete, slab -on-grade. Finished Floor Elevation (FFE) ■ The FFE is unknown at the time of this proposal but is anticipated to match the existing structure. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Item Description Maximum Loads ■ Anticipated structural loads were not provided. In the absence of information provided by the design team, we will use the following loads in estimating settlement based on our experience with similar projects. ■ Columns: 40 kips ■ Walls: 5 kips per linear foot ■ Slabs: 100 pounds per square foot Grading/Slopes ■ We anticipate that grading will be minimal and limited to about 2 feet for general slab preparation and foundation excavation. Earth Retaining Structures ■ A loading dock ramp with a height on the order of 4 feet is planned Pavements ■ We anticipate that the project will utilize existing site pavements. Stormwater ■ We assume the new addition will tie into existing stormwater management systems Site Location and Anticipated Conditions Item Description Parcel Information ■ The project is located at 208 South Cameron Street in Hillsborough, North Carolina ■ Parcel is identified by Orange County PIN Number 9874153612 and has an area of 9.2 acres ■ The scope of our services is limited to the immediate vicinity around the existing building. ■ Located at approximately 36.0734° N, 79.0967° W (See Exhibit D) Existing Improvements ■ The site is fully developed and consists of the existing Board of Elections building and surrounding parking facility Current Ground Cover ■ The ground cover in the immediate vicinity of the project consists of g rassed lawn and terrace pavers Existing Topography (from Orange County NC GIS) ■ The site slopes downward generally from northeast to southwest ■ Elevations range from approximately 515 to 490 feet ■ The project area appears to be generally flat at an approximate elevation of 505 feet. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Item Description Exploration Location Access ■ We anticipate that limited removal of brick pavers and/or site landscaping will be required to access the exploration locations for the building addition. ■ We will rely on Orange County to provide access to the exploration locations. ■ Per the RFQ, we understand that we are required to give Orange County a minimum of 3 business days’ notice for any work performed on site. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Exhibit B - Scope of Services Our proposed Scope of Services consists of field exploration, laboratory testing, and engineering/project delivery. These services are described in the following sections. Field Exploration Orange County requested the following exploration locations and depths: Location Designation Planned Exploration Depth (feet) 1 Planned Location 2 B-01 and B-02 20 Building area B-03 20 Loading Dock Area C-01 100 Seismic CPT Sounding 3 1. Locations will be advanced to the depths indicated unless auger refusal is encountered prior to reaching the planned depths indicated 2. The planned exploration locations are shown on the attached Anticipated Exploration Plan 3. We will extend one seismic CPT sounding to a planned depth of 100 feet or to sounding refusal. CPT sounding data will be utilized for seismic site classification and liquefaction analysis . Exploration Layout and Elevations: We will use handheld GPS equipment to position location s with an estimated horizontal accuracy of +/-5 feet . Field measurements from existing site features may be utilized. If available, approximate elevations will be obtained by interpolation from a site specific, surveyed topographic map , or the Orange County GIS website. We can alternatively coordinate with your Project Surveyor to include locations and surface elevations in project information , if so requested. Subsurface Exploration Procedures: We will advance borings with track -mounted equipment in general accordance with local standard procedures for standard penetration tests (SPTs ) and cone penetration tests (CPTs). During the SPT, four samples are obtained in the upper 10 feet of each boring and at intervals of 5 feet thereafter. Soil sampling is typically performed using split -barrel sampling procedures. In the split barrel sampling procedure, a standard 2 -inch outer diameter split barrel sampling spoon is driven by a 140 -pound automatic hammer falling 30 inches. The number of blows required to advance the sampling spoon for 12 inches of penetration following a 6 -inch seating interval is recorded as the Standard Pene tration Test (SPT) resistance value. The SPT resistance values, also referred to as N -values, are indicated on the boring logs at the test depths. The samples are placed in appropriate Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials containers, taken to our soil laboratory for testing, and classified by a geotechnical engineer. The CPT hydraulically pushes an instrumented cone through the soil while nearly continuous readings are recorded to a portable computer and no soil samples are retrieved during the CPT. In addition, we observe and record groundwater levels during drilling and sampling. We will provide seismic CPT testing (SCPT) to determine the shear wave velocity with depth. This additional information is collected via an accelerometer placed above the instrumented cone. A shear wave is generated at the ground surface, such as a hammer striking a steel plate on the end, which propagates through the soil and is recorded by the accelerometer at selected intervals (typically 1 meter). From this data, the interval shear wave velocities of the soil are calculated. These inter val velocities are used to develop the shear wave velocity profile for the site and are used to determine a seismic site classification. Our exploration team will prepare field logs as part of standard drilling operations including sampling depths , penetration distances, and other relevant sampling information. Field logs include visual classifications of materials encountered during drilling, and our interpretation of subsurface conditions between samples. Final boring logs, prepared from field lo gs, represent the Geotechnical Engineer's interpretation, and include modifications based on observations and laboratory tests. Property Disturbance: Terracon will take reasonable efforts to reduce damage to the property; however, in the normal course of our work , some disturbance could occur including rutting of the ground surface and damage to landscaping . We will backfill bo reholes with soil after completion. We will rely on Orange County to replace any landscaping or brick pavers relocated for the site exploration . We will limit disturbance to the property when clearing paths for rig access, however some landscaping and brush will need to be removed to allow our crews site access. Our services do not include repair of the site beyond backfilling our boreholes. Excess auger cuttings will be containerized and removed from site . Because backfill material ofte n settles below the surface after a period, we recommend periodically checking and backfilling boreholes, if necessary. We can provide this service, or grout the boreholes for additional fees, at your request. Safety Terracon is not aware of environmental concerns at this project site that would create health or safety hazards associated with our exploration program; thus, our Scope considers standard OSHA Level D Personal Protection Equipment (PPE) appropriate. Our Scope of Services does not include environmental site assessment services, but identification of unusual or unnatural materials observed while drilling will be noted on our logs. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Exploration efforts require advancing soundings/borings into the subsurface, therefore Terracon will comply w ith local regulations to request a utility location service through NC One-Call. We will consult with the Owner/Client regarding potential utilities, or other unmarked underground hazards . Based on the results of this consultation, we will consider the need for alternative subsurface exploration methods, as the safety of our field crew is a priority. We will contract the services of a private utility locator prior to mobilizing to the site. Terracon will not be responsible for damaging private utilities not disclosed to us. Terracon is providing this service to assist the Owner/Client. Fees associated with the additional services are included in our current Scope of Services. Detecting underground utilities depends on the composition and construction of the utility line; some utilities are comprised of non -electrically conductive materials and may not be readily detected. The use of a private utility locate service does not relieve the Owner of their responsibilities in identifying private underground utilities. Utility locators should be given access to utility vaults to locate private utilities. Please contact us if additional planning and coordinating should be done before the utility locating is completed. Site Access and Safety: Terracon must be granted access to the site by the Property Owner. By accepting this proposal, without information to the contrary, we consider this as authorization to access the property for conducting field exploration in accordance with the Scope of S ervices. We plan to access to the work area during non -holiday, normal business hours (Monday through Friday between 7:00am and 5:00pm). Please contact us so we can adjust our schedule and fee if the project requires performing our work during night hours, weekends or holidays. Laboratory Testing The project engineer will review field data and assign laboratory tests to understand the engineering properties of various soil strata. Exact types and number of tests cannot be defined until completion of fieldwork, but we anticipate the following labora tory testing may be performed: ■ Water content ■ Grain size analysis (percent fines only) ■ Atterberg limits Our laboratory testing program often includes examination of soil samples by an engineer. Based on the results of our field and laboratory programs, we will describe and classify soil samples in accordance with the Unified Soil Classification System (USCS). Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Engineering and Project Delivery The results of our field and laboratory programs will be evaluated, and a geotechnical engineering report will be prepared under the supervision of a licensed professional engineer. The geotechnical engineering report will provide the following: ■ Boring logs with field and laboratory data ■ Stratification based on visual soil classification ■ Groundwater levels observed during and after completing each exploration location ■ Site Location and Exploration Plans ■ Subsurface exploration procedures ■ Description of subsurface conditions ■ Recommended foundation options and engineering design parameters ■ Estimated settlement of foundations ■ Recommendations for design and construction of interior floor slabs ■ Seismic site classification per IBC ■ Discussion of liquefaction potential ■ Earthwork recommendations including site/subgrade preparation ■ Lateral earth pressure recommendations In addition to an emailed report, y our project will also be delivered using our Terracon Compass (Compass). Upon initiation, we provide you and your design team the necessary link and password to access the website (if not previously registered). Each project includes a calendar to track the schedule, an interactive site map, a listing of team members, access to the project documents as they are uploaded to the site, and a collaboration portal. We welcome the opportunity to have project kickoff conversations with the team to discuss key elements of the project and demonstrate features of Compass. The typical delivery process includes the following: ■ Project Planning – Proposal information, schedule and anticipated exploration plan ■ Site Characterization – Findings of the site exploration and laboratory results ■ Geotechnical Engineering Report – Summary of the completed scope of services When services are complete, we upload a printable version of our completed Geotechnical Engineering report, including the professional engineer’s seal and signature, which documents our services. Previous submittals, collaboration, and the report are maintained in our system. This allows future reference and integration into subsequent aspects of our services as the project goes through final design and construction. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Additional Services In addition to the services noted above, the following are often associated with geotechnical engineering services. Fees for services noted above do not include the following: Review of Plans and Specifications: Our geotechnical report and associated verbal and written communications will be used by others in the design team to develop plans and specifications for construction. Review of project plans and specifications is a vital part of our geotechnical enginee ring services. This consists of review of project plans and specifications related to site preparation, foundation, and pavement construction. Our review will include a written statement conveying our opinions relating to the plans and specifications’ consistency with our geotechnical engineering recommendations. Observation and Testing of Pertinent Construction Materials: Development of our geotechnical engineering recommendations and report relies on an interpretation of soil conditions. Our assessment is based on widely spaced exploration locations and the assumption that construction methods will be performed in a manne r sufficient to meet our expectations and consistent with recommendations made at the time the geotechnical engineering report is issued. We should be retained to conduct construction observations , and perform/document associated materials testing, for site preparation and foundation construction. These services allow a more comprehensive understanding of subsurface conditions and necessary documentation of construction to confirm and/or modify (when necessary) the assumptions and recommendations made by our engineers. Seasonal High Water Table (optional): Terracon can perform subsurface testing and sampling for determining the presence or absence of seasonal high water table, if requested. The Civil Engineer can determine if SHWT determination will be required. We can provide percolation (ksat) testing for evaluati ng infiltration when needed for BMP design upon request. Wetlands Delineation : If required, we can perform wetlands delineation in general accordance with U.S. Army Corps of Engineers procedures. Hand Auge r Exploration: We can perform additional exploration immediately adjacent to the existing building utilizing hand auger and dynamic cone penetrometer (D CP) testing. The DCP test advances a pointed rod through the soil strata utilizing a standard weight slide hammer falling a standard distance, which may both vary depending on the equipment used. DCP testing will be performed in accordance with ASTM STP -399 at select intervals in the soil, typically 1 -foot increments. Increments may be adjusted as the hand auger borings are advanced if areas of specific interest are identified. Alternatively, Terracon may use a Kessler “dual -mass” DCP in general accordance with ASTM D6951. Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials Exhibit C - Compensation and Project Schedule Compensation Based upon our understanding of the site, the project as summarized in Exhibit A, and our planned Scope of Services outlined in Exhibit B, our base fee is shown in the following table: Task Lump Sum Fee2 Private Utility Locate Services, Subsurface Exploration 1, Laboratory Testing, Geotechnical Consulting and Reporting $6,950 Private Utility Locate $1,000 Total $7,950 1. The lump sum fee considers one rig mobilization and no unexpected onsite delays. Terracon will contact the Owner and discuss remedial action if unexpected delays occur . 2. Proposed fees noted above are effective for 90 days from the date of the proposal Additional services not part of the base fee include the following: Additional Services (see Exhibit B) Lump Sum Fee 4 Initial for Authorization Plans and Specifications Review $230 / HR Upon Request Seasonal High Water Table Evaluation (up to 10 feet deep 1,3, $500 per device for additional) $1,800 Construction Materials Testing and Observation TBD Wetlands & Waters Delineation $5,500 Hand Auger and DCP $2,500 1. Fee will only be invoiced if initialed by the Owner/Client 2. Refer to the Safety Section of this document for additional private utility requirements 3. Contact us for revised cost for deeper exploration Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Facilities | Environmental | Geotechnical | Materials 4. Additional fees noted above are effective for 90 days from the date of the proposal Our Scope of Services does not include services associated with permitting, global stability analyses, wet ground conditions, tree or shrub clearing, or repair of/damage to existing landscape. If such services are desired by the owner/client, we should be notified so we can adjust our Scope of Services. Unless instructed otherwise, we will submit our invoice(s) to the address shown at the beginning of this proposal. If conditions are encountered that require Scope of Services revisions and/or result in higher fees, we will contact you for approval, prior to initiating services. A supplemental proposal stating the modified Scope of Services as well as its effect on our fee will be prepared. We will not proceed without your authorization. Project Schedule We developed a schedule to complete the Scope of Services based upon our existing availability and understanding of your project schedule. However, our schedule does not account for delays in field exploration beyond our control, such as weather conditions, delays resulting from utility clearance, permit delays, or lack of permission to access the boring locations. In the event the schedule provided is inconsistent with your needs, please contact us so we may consider alternatives. Delivery on Compass Schedule (Business days) 1, 2 Kickoff Call with Client 5 days after notice to proceed Site Characterization 10 days after completion of field program Geotechnical Engineering By June 27, 2025, per the RFQ 3 1. Upon receipt of your notice to proceed we will activate the schedule component on Compass with specific, anticipated dates for the delivery points noted above as well as other pertinent events 2. We will maintain an activities calendar on Compass and the schedule will be updated to maintain a current awareness of our plans for delivery 3. We will provide draft logs and preliminary design recommendations as feasible and as desired by the design team to expedite the project schedule ahead of delivering the final geotechnical report Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Note to Preparer: This is a large table with outside borders. Just click inside the table above this text box, then paste your GIS Toolbox image. When paragraph markers are turned on you may notice a line of hidden text above and outside the table – please leave that alone. Limit editing to inside the table. The line at the bottom about the general location is a separate table line. You can edit it as desired, but try to keep to a single line of text to avoid reformatting the page. Exhibit D – Site Location DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES MAP PROVIDED BY MICROSOFT BING MAPS Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Proposal for Geotechnical Engineering Services Orange County Board of Elections Expansion | Hillsborough, North Carolina Spetmeber 19, 2025 | Terracon Proposal No. P75255087 Note to Preparer: This is a large table with outside borders. Just click inside the table above this text box, then paste your GIS Toolbox image. When paragraph markers are turned on you may notice a line of hidden text above and outside the table – please leave that alone. Limit editing to inside the table. The line at the bottom about the general location is a separate table line. You can edit it as desired, but try to keep to a single line of text to avoid reformatting the page. Exhibit E – Anticipated Exploration Plan DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES MAP PROVIDED BY MICROSOFT BING MAPS Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #0F15767 444 W. 47th St., Ste. 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com TERRACON CONSULTANTS, INC. 10841 S. RIDGEVIEW ROAD OLATHE KS 66061 Allied World Assurance Company (U.S.) Inc.19489 The Travelers Indemnity Company 25658 The Travelers Indemnity Company of America 25666 Travelers Property Casualty Company of America 25674 Lloyds of London X X X CONTRACTUAL LIAB X XCU COVERAGE 2,000,000 1,000,000 25,000 2,000,000 4,000,000 4,000,000 X 3,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X X $0 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 CONTRACTORS POLLUTION LIAB PROFESSIONAL LIABILITY $10,000,000 EACH OCCURANCE/AGGREGATE $1,000,000 EACH CLAIM/$1,000,000 AGGREGATE A TC2J-CAP-131J3858 4/1/2025 4/1/2026 A TC2J-GLSA–9P529930 4/1/2025 4/1/2026 B 0312-6506 4/1/2025 4/1/2027 E LDUSA2505180 4/1/2025 4/1/2026 A CUP-4W208814 4/1/2025 4/1/2026 D UB-1T88663A (AOS)4/1/2025 4/1/2026 C UB-1T885681 (AZ, MA, WI)4/1/2025 4/1/2026 4/1/2026 1312891 Y N Y N Y N Y 10/22/2025 N N 22534362 22534362 XXXXXXX ORANGE COUNTY 300 WEST TRYON STREET P.O. BOX 8181 HILLSBOROUGH NC 27278 THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. FOR INFORMATIONAL PURPOSES. SUBJECT TO A FULLY EXECUTED CONTRACT. ORANGE COUNTY, ITS OFFICERS, AGENTS AND EMPLOYEES ARE ADDITIONAL INSURED AS RESPECTS TO GENERAL, AUTO, EXCESS/UMBRELLA, AND CONTRACTOR'S POLLUTION LIABILITY IF REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION APPLIES TO WORKERS COMPENSATION/EMPLOYERS LIABILITY WHERE ALLOWED BY STATE LAW AND IF REQUIRED BY WRITTEN CONTRACT. NOTICE OF CANCELLATION APPLIES TO THE GENERAL LIABILITY, AUTO LIABILITY, UMBRELLA LIABILITY, CONTRACTOR'S POLLUTION LIABILITY, PROFESSIONAL LIABILITY AND WORKERS COMPENSATION/EMPLOYERS LIABILITY PER THE ATTACHED ENDORSEMENTS. X See Attachments Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 COMMERCIAL GENERAL LIABILITY TC2J-GLSA–9P529930 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that: a. You agree in a written contract or agreement to include as an additional insured on this Coverage Part; and b. Has not been added as an additional insured for the same project by attachment of an endorsement under this Coverage Part which includes such person or organization in the endorsement's schedule; is an insured, but: a. Only with respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. Only as described in Paragraph (1), (2) or (3) below, whichever applies: (1) If the written contract or agreement specifically requires you to provide additional insured coverage to that person or organization by the use of: a. The Additional Insured — Owners, Lessees or Contractors — (Form B) endorsement CG 20 10 11 85; or b. Either or both of the following: the Additional Insured — Owners, Lessees or Contractors - Scheduled Person Or Organization endorsement CG 20 10 10 01, or the Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10 01; the person or organization is an additional insured only if the injury or damage arises out of "your work" to which the written contract or agreement applies; (2) If the written contract or agreement specifically requires you to provide additional insured coverage to that person or organization by the use of: a. The Additional Insured — Owners, Lessees or Contractors — Scheduled Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13, or both of such endorsements with either of those edition dates; or b. Either or both of the following: the Additional Insured — Owners, Lessees or Contractors - Scheduled Person Or Organization endorsement CG 20 10, or the Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37, without an edition date of such endorsement specified; the person or organization is an additional insured only if the injury or damage is caused, in whole or in part, by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies; or (3) If neither Paragraph (1) nor (2) above applies: a. The person or organization is an additional insured only if, and to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies; and b. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization . The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether CG D6 04 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Miscellaneous Attachment: M482524 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 COMMERCIAL GENERAL LIABILITY this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and b. Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury" or "property damage" caused by "your work" and included in the "products-completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the fol- lowing duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Par- agraph 4., Other Insurance, of Section IV —Commercial General Liability Conditions. Page 2 of 2 © 2017 The Travelers Indemnity Company. All rights reserved. CG D6 04 02 19 COMMERCIAL GENERAL LIABILITY Miscellaneous Attachment: M482524 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 TC2J-GLSA-9P529930 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Miscellaneous Attachment: M482524 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 POLICY NUMBER: TC2J-CAP-131J3858 COMMERCIAL AUTO ISSUE DATE: 06/01/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE - CONTRACTORS This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM SCHEDULE OF ADDITIONAL INSURED PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT. PROVISIONS 1. The following is added to Paragraph c. in A. 1., Who Is An Insured, of SECTION II- COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization designated in the Schedule Of Additional Insured Persons Or Organizations who you are required under a written contract or agreement, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that designated person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph 5., Other Insurance, in B., General Conditions , of SECTION IV - BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance , this insurance is primary to and non-contributory with applicable other insurance under which the person or organization designated in the Schedule of Additional Insured Persons Or Organizations is a named insured when a written contract or agreement with you, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T6 00 02 16 Miscellaneous Attachment: M467648 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 Umbrella Liability Policy Number: CUP-4W208814 AMENDMENT OF COVERAGE - WHO IS AN INSURED This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE The following replaces Paragraph A.2. of SECTION II - WHO IS AN INSURED: 2. Any other person or organization qualifying as an insured in the "underlying insurance". EU 01 25 07 16 Miscellaneous Attachment: M523017 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 TRAVELERS ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) - 016 POLICY NUMBER: UB-1T88663A UB-1T885681 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 any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. ST ASSIGN:PAGE 1 OF1 Miscellaneous Attachment: M451784 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 POLICY NUMBER: TC2J-GLSA-9P529930 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESSOWNERS PROPERTY COVERAGE SPECIAL FORM COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM EMPLOYEE BENEFITS LIABILITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EMPLOYMENT PRACTICES LIABILITY+ WITH IDENTITY FRAUD EXPENSE REIMBURSEMENT COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE EXCESS (FOLLOWING FORM) LIABILITY INSURANCE FARM COVERAGE PART GARAGE COVERAGE FORM LAW ENFORCEMENT LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART MANUFACTURERS ERRORS AND OMISSIONS LIABILITY COVERAGE FORM MEDFIRST PRODUCTS/COMPLETED OPERATIONS, ERRORS AND OMISSIONS, AND INFORMATION SECURITY LIABILITY COVERAGE FORM MEDICAL AND BIOTECHNOLOGY PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM MOTOR CARRIER COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART PUBLIC ENTITY MANAGEMENT LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY – NEW YORK DEPARTMENT OF TRANSPORTATION TRIBAL BUSINESS MANAGEMENT LIABILITY COVERAGE PART SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 30 PERSON OR ORGANIZATION: Any person or organization to whom you have agreed in a written contract that notice of cancellation or nonrenewal of this policy will be given, but only if: 1. You see to it that we receive a written request to provide such notice, including the name and address of such IL T4 33 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 Miscellaneous Attachment: M463695 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 person or organization, after the first Named Insured receives notice from us of the cancellation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in the endorsement. ADDRESS: The address for that person or organization included in such written request from you to us. PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 33 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 2 of 2 Miscellaneous Attachment: M463695 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 POLICY: AUTO LIABILITY POLICY NUMBER: TC2J-CAP-131J3858 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 NAME: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION, OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1.YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2.WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. IL T8 07 04 24 Miscellaneous Attachment: M463694 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3 POLICY NUMBER: UB-1T885681 (AZ, MA, WI), UB-1T88663A (AOS) NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX - CONDITIONS: Notice of Cancellation to Designated Persons or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address in at least the number of days shown for that person or organization before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: ANY PERSON OR ORGANIZATION FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION, OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR MATERIAL LIMITATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US Number of Days' Notice 30 All other terms and conditions of this policy remain unchanged. Miscellaneous Attachment: M463692 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 POLICY: PROFESSIONAL LIABILITY Attaching to and forming part of Policy Number: LDUSA2505180 LIMITED AUTHORITY TO ISSUE CERTIFICATES OF INSURANCE ENDORSEMENT In consideration of the premium charged, it is hereby understood and agreed as follows: (1) Underwriters authorize Lockton Companies LLC the ("Certificate Issuer") to issue Certificates of Insurance at the request or direction of the Assured. It is expressly understood and agreed that, subject to Paragraph (2) below, any Certificate of Insurance so issued shall not confer any rights upon the Certificate Holder, create any obligation on the part of the Underwriters, or purport to, or be construed to, alter, extend, modify, amend, or otherwise change the terms or conditions of this Policy in any manner whatsoever. In the case of any conflict between the description of the terms and conditions of this Policy contained in any Certificate of Insurance on the one hand, and the terms and conditions of this Policy as set forth herein on the other, the terms and conditions of this Policy as set forth herein shall control. (2) Notwithstanding Paragraph (1) above, such Certificates of Insurance as are authorized under this endorsement may provide that in the event the Underwriters cancel or non-renew this Policy or in the event of a Material Change to this Policy, Underwriters shall mail written notice of such cancellation, non-renewal, or Material Change to such Certificate Holder within a specified period of time; provided, however, that the Insurers shall have not be required to provide such notice more than 60 days prior to the effective date of cancellation, non-renewal, or a Material Change. The Assured shall provide written notice to the Underwriters of all Certificate Holders and the number of days' written notice of cancellation, non-renewal, or Material Change, if any, specified in each Certificate of Insurance (i) at inception of this Policy, (ii) 90 days prior to expiration of this Policy, and (iii) within 10 days of receipt of a written request from Insurers. Insurers' obligation to mail notice of cancellation, non-renewal, or a Material Change as provided in this paragraph shall apply solely to those Certificate Holders with respect to whom the Assured has provided the foregoing written notice to the Insurers. (0) It is further understood and agreed that Underwriters' authorization of the Certificate Issuer under this endorsement is limited solely to the issuance of Certificates of Insurance and does not authorize, empower, or appoint the Certificate Issuer to act as an agent for the Underwriters or bind the Underwriters for any other purpose. The Certificate Issuer shall be solely responsible for any errors or omissions in connection with the issuance of any Certificate of Insurance pursuant to this endorsement. (1) As used in this endorsement: (i) Certificate of Insurance means a document issued for informational purposes only as evidence of the existence and terms of this Policy in order to satisfy a contractual obligation of the Assured. (ii) Material Change means an endorsement to or amendment of this Policy after issuance of this Policy by the Underwriters that restricts the coverage afforded to the Assured. All other terms and conditions of the Policy remain unchanged. ALL OTHER TERMS AND CONDITIONS REMAIN UNALTERED Miscellaneous Attachment: M450465 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 POLICY NUMBER: CUP-4W208814 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESSOWNERS PROPERTY COVERAGE SPECIAL FORM COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART CYBERFIRST ESSENTIALS GENERAL PROVISIONS FORM EMPLOYEE BENEFITS LIABILITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EMPLOYMENT PRACTICES LIABILITY+ WITH IDENTITY FRAUD EXPENSE REIMBURSEMENT COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE EXCESS (FOLLOWING FORM) LIABILITY INSURANCE FARM COVERAGE PART GARAGE COVERAGE FORM LAW ENFORCEMENT LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART MANUFACTURERS ERRORS AND OMISSIONS LIABILITY COVERAGE FORM MEDFIRST PRODUCTS/COMPLETED OPERATIONS, ERRORS AND OMISSIONS, AND INFORMATION SECURITY LIABILITY COVERAGE FORM MEDICAL AND BIOTECHNOLOGY PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM MOTOR CARRIER COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART PUBLIC ENTITY MANAGEMENT LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY – NEW YORK DEPARTMENT OF TRANSPORTATION TRIBAL BUSINESS MANAGEMENT LIABILITY COVERAGE PART SCHEDULE CANCELLATION: Number of Days Notice:____30____ WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice:____30_____ PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. IL T4 33 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 Miscellaneous Attachment: M463713 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 ADDRESS: PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 33 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 2 of 2 Miscellaneous Attachment: M463713 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21 POLLUTION LIABILITY POLICY #: 0312-6506 CANCELLATION CONDITION AMENDMENT - additional notice other than named insured limited to e-mail notification It is hereby agreed that Section V – Conditions, 3. Cancellation is amended to include the following: In the event that we cancel this policy for any reason other than nonpayment of premium, and 1. The cancellation effective date is prior to this Policy’s expiration date; 2. The first Named Insured is under an existing contractual obligation to notify a certificate holder when this Policy is canceled (hereinafter, the “Certificate Holder(s)”); and has provided to us, either directly or though its broker of record, the email address of the contact at such entity; and 1. We receive this information after the first Named Insured receives notice of cancellation of this Policy and prior to this Policy’s cancellation effective date, via an electronic spreadsheet that is acceptable to us; We will endeavor to provide a notice of cancellation via e-mail to such Certificate Holder(s). This Endorsement does not affect, in any way, coverage provided under this Policy or the cancellation of this Policy or the effective date thereof, nor shall this Endorsement invest any rights in any entity not insured under this Policy. Any failure on our part to deliver the notice of cancellation will not impose liability of any kind upon us or invalidate the cancellation. Any Certificate Holder(s) is not an insured or a loss payee under this Policy. No coverage will be available under this Policy for any claim brought by or against any Certificate Holder(s). All other terms and conditions of this policy remain unchanged. By: Joseph Cellura Title: President, North American Casualty Division Date: April 28, 2025 TC Manu B Page 1 of 1 Miscellaneous Attachment: M481739 Certificate ID: 22534362 Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21