|
Reference Number: P75255087
<br />Page 1 of 2 Rev.11-22
<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 for
<br />Client on the Orange County Board of Elections Building Addition project (“Project”), as described in Consultant’s Proposal dated 05/15/2025 (“Proposal”),
<br />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
<br />is incorporated into this Agreement).
<br />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
<br />(“Services”), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement).
<br />Portions of the Services may be subcontracted. Consultant’s Services do not include the investigation or detection of, nor do recommendations in
<br />Consultant’s reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant
<br />safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software,Client will execute a separate
<br />software license agreement. Consultant’s findings, opinions, and recommendations are based solely upon data and information obtained by and
<br />furnished to Consultant at the time 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 Proposal, including
<br />but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated
<br />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
<br />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
<br />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
<br />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
<br />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
<br />costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment.It is the responsibility of Client to
<br />determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined
<br />that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as
<br />well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and
<br />hold 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 />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
<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 />$50,000 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 ($2,000,000 occ / $4,000,000 agg); (iii) automobile liability insurance ($2,000,000 B.I. and P.D. combined single
<br />limit); (iv) umbrella liability ($5,000,000 occ / agg); and (v) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be
<br />provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage.
<br />Docusign Envelope ID: 2ECC4EBC-6A30-4243-9E7F-16636E4F3E4BDocusign Envelope ID: 752D86D7-DF31-404C-B79C-D4F81DF70B21
|