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DocuSign Envelope ID: 7A32F47E-0314-4268-B9A1-3143A24CC164
<br /> ............. --Irerracon-
<br /> Reference Number: P70150346
<br /> AGREEMENT FOR SERVICES
<br /> This AGREEMENT is between Orange County, NC ("Client")and Terracon Co�ns,ultants, Inc, ('"Consultant"')for Services to be provided by Consultant for
<br /> Cliient on the Cedar Grove Community Canter project("Project"),as described in the Project Information section of Consultant's Proposal darted 0611$12015
<br /> ("Proposal")unless the Project is otherwise described in Exhibit A to this Agreement(which section or Exhibit is incorporated into this Agreement).
<br /> 1. Scope of Services.The scope of Consultant'"s services is described in the Scope of Services section of the Proposal("Services"), unless Services
<br /> are otherwise described in Exhibit B to this Agreement(which section or exhibit is incorporated into thus Agreernent). Portions of the Services may be
<br /> subcontracted'. Consullant`s Services do not include the investigation or detection of, nor do reconirnaendatlons in Consultant's reports address the
<br /> presence or prevention of biological pollutants(e,g.,mold,fungi, bacteria,viruses,or their byproducts)or occupant safety issues,such as vulnerability
<br /> to natural disasters, terrorism, or violence, If Services include purchase of software, Chent will execute a separate software license agreement.
<br /> Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time
<br /> of the Services,
<br /> 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to
<br /> execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's
<br /> request" both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement.
<br /> Additional tennns and conditions may be added or changed only by written amendment to[his Agreement signed by both parties. In the event Client
<br /> oases a purchase order or other form to administer this Agreement„the use of such form shah be for convenience purposes only and any additional or
<br /> conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either
<br /> party may terminate his Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees
<br /> earned to t't7e date of termination plus reasonable costs of closing the project.
<br /> 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,
<br /> Consultant will return to Client 'a statement (or supplemental proposal) of the change setting, forth an adjustment to the Services aind lees for the
<br /> requested changes, Following Client's review, Client shall provide written acceptance. If Client daces not follow these procedures, but instead directs,
<br /> authorizes,or permits Consultant to perform changed or additional work,the Services are changed accordingly and Consultant will be paid for this work
<br /> according to the fees stated or its current fee schedule, If project conditions change raaaterially from those observed at the site or described to
<br /> Consultant at the time of proposal,Consultant is entitled to a change order equitably adjusting its Services and fee..
<br /> 4. Compensation and Terms of (Payment. Client shall pay compensation for the Services performed at the lees stated in the Compensation
<br /> section of the(Proposal unless fees are otherwise stated in Exhibit C to this Agreement(which section or Exhibit is incorporated into this Agreement).if
<br /> 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.
<br /> Fees do not include sates tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment.Is
<br /> 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
<br /> 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
<br /> exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older.Client agrees to pay all coifection-related casts that Consultant
<br /> incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether
<br /> federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing
<br /> wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage frorn that point forward, as well as a
<br /> retroactive payment adjustment to bring previously paid amounts in lane with prevailing wages. Client also agrees to defend, indemnify" and! hold
<br /> harmless Consultant from any alleged violations made by any governmentat agency regulating prevailing wage activity for failing to pay prevailing
<br /> wages,including the payment of any fines or penalties.
<br /> S. Third Party Reliance.:This Agreement and the Services provided are for Consultant and Client's sole benefit arid exclusive use with no third party
<br /> beneficiaries intended. Refiance upon the Services and any work product is limited to Client, and is not intended for third) parties. For a limited time
<br /> period not to exceed three months from the date of the report,.Consultant will issue additional reports to others agreed upon with Client,however Client
<br /> understands that such reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the
<br /> agreed-upon reliance fee..
<br /> 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS
<br /> PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE
<br /> ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY'OF CONSULTANT (AND ITS
<br /> RELATED CORPORATIONS AND EMPLOYEES)TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF
<br /> $10,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY
<br /> AND EXPERT FEES)ARISING OUT OF CONSULTANT'S SERVICE'S OR THIS AGREEMENT, PRIOR TO ACCEPTANCE OF THIS AGREEMENT
<br /> AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL
<br /> CONSIDERATION, THIS LIMITATION SHALL APPLY' REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE„
<br /> CAUSE(S)OR THE THEORY OF LIABILITY„INCLUDING NEGLIGENCE,INDEMNITY,OR OTHER RECOVERY" THIS LIMITATION SHALL NOT
<br /> APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY..
<br /> 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and
<br /> against legal liability for claims,posses,darriages"and expenses to the extent such claims, losses,d'.amages, or expenses are legally determined to be
<br /> 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
<br /> joint or Concurrent negligence of Consultant and Client,they shall be borne by each party in proportion to its own negligence under comparative fault
<br /> principles. Neither party shall have a duty to defend the other party,and no duty to defend is hereby created by this indernnnity provision and such duty
<br /> 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
<br /> of liability,Including negligence,indemnity or other recovery shalt be deemed to have accrued and the applicable statute of linnitations shall commence
<br /> to run not later than the date of Consultant's substantial completion of services on the project.
<br /> 8. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the
<br /> profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED,
<br /> CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND
<br /> CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF
<br /> MERCHANTABILITY AND FITNESS FOR A(PARTICULAR PURPOSE.
<br /> R. insurance, Consultant represents that it now carries,and will continue to carry: (r)workers'compensation insurance in accordance with the laws of
<br /> Vie states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liabiily insurance ($1,000,000), (ii)
<br /> commercial generat liability insurance($1,000.0100 occ 1$2,000,000,agg); (iii)automobile liability insurance($1,000,000 B.I.and P.D.combined single
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