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DocuSign Envelope ID: C28BF39E- EOF1- 42FB- 9F5B- 93F375B7013B
<br />1rerraca
<br />Reference Number. P70171288
<br />AGREEMENT FOR SERVICES
<br />This AGREEMENT is between Orange County, NC ( "Client ") and Terracon Consultants, Inc. ( "Consultant ") for Services to be provided by Consultant far
<br />Client on the Sportsplex Field House project ("Project"), as described in the Project Information section of Consultant's Proposal dated 11116/2017
<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 this Agreement). Portions of the Services may be
<br />subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations 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, Client 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 terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client
<br />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
<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 this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees
<br />earned to the 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 and fees for the
<br />requested changes. Following Client's review, Client shall provide written acceptance. If Client does 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 materially 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 fees 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 sales 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 'invoke, 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 collection-related costs 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 from that point forward, as well as a
<br />retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend„ indemnify, and hold
<br />harmless Consultant from any alleged violations made by any governmental 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 and exclusive use with no third party
<br />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
<br />have executed Consultant's reliance agreement, subject to the prior approval of Consultant and Client.
<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 />$25,000 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 SERVICES 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 IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE
<br />PROPOSAL. 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, losses, damages, and expenses to the extent such claims, losses, damages, 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 indemnity 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 shall be deemed to have accrued and the applicable statute of limitations 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 />9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of
<br />the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii)
<br />commercial general liability insurance ($1,000,000 occ 1 $2,000,000 agg); (iii) automobile liability insurance {$1,000,000 B.I. and P.D. combined single
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