LEE COUNTY BOARD OF COMMISSIONERS DENNIS WICKER CIVIC CENTER 1801 NASH STREET SANFORD, NC27330 October 17, 2022 MINUTES  Roll Call Mark Lovick Absent: Cameron Sharpe CALLTO ORDER INVOCATION  Present: Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  Chairman Smith called the meeting to order at 6:00 p.m.  Commissioner Lovick provided an invocation and led the Board in the Pledge of Allegiance.  PLEDGE OF ALLEGIANCE ADDITIONAL AGENDA  Commissioner Reives made ar motion to addi items V.B, V.D, and' V.E. to the Consent Agenda. Commissioner Carver objected to moving items V.D and V.E. Commissioner Carver consented to move item V.B to the consent agenda, but noti items V.D and' V.E. Commissioner Reives also asked to discuss an update on Daymark and the mental Motion: Motion to add item V.B Change of Employee Retiree Insurance Vendor to the consent agenda and a discussion on Daymark and mental health as item For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  health discussion to be added to Old Business as item IV.B.  IV. B under Old Business. Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed    Motion: Motion to add the Triangle Area Rural Planning Organization Application for a Statewide Planning and Research Grant and Discussion on Potential Future NCDOT Projects for Lee County as items V.J and V.K under new business, as well as a discussion item on a mental health and Daymark update as item IV.B For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver, Mark  under old business. Mover: Robert Reives Lovick Absent: 1- Cameron Sharpe Motion Result: Passed  II. APPROVAL OF CONSENT AGENDA  Motion: Motion to approve the Consent Agenda as amended.  Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe Motion Result:  For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  II.A Minutes from the September 12, 2022 Regular Meeting II.B September 12, 2022 Closed Session Minutes  BOC Minutes.9-12-22.docx  II.C Senior Health Insurance Information Program Grant Application NC Department of  Insurance FY23  Lee County NC DOI SHIIP Grant 2022-2023.pdf II.DI Refund and Release Report for September 2022 RELEASE CODES SPREADSHEET.Xs: September Real Property Abatement Report. pdf September Personal Property Abatement Report.pdf  Gen Statute 105.docx  IL.E Appoint Chairman Kirk Smith as the voting delegate fort the North Carolina Association of County Commissioners Legislative Goals Conference II.F Consideration of the Appointment of Cris Godwin to the Board of Health II.G Consideration of the Appointment of Dr. Lynn Smith to the Board of Health  IIH Approval of Budget Amendment #10/17/22/04 10-17-22-04 Budget Amendment  II.I Capital Project Ordinance for Temple Park Renovations Phase II Temple Park Improvements Phase II Project Ordinance.pdf IL.J Gymnastics Renovation at the Marelli Location Project  2    polec-budgetgpmnastie-marel:.2022par AWARD_ Gymnastics Bid Tabulation Sheet.pdf 5._Lee_Co. Contract_Agreement Marks_ Construction_doc x General Conditions Gymnastics.docx IIK Change of Employee Retiree Insurance Vendor One public comment was received by email:  III. PUBLIC COMMENTS &spending) IV. OLD BUSINESS  David Smoak, 96 Northridge Trail, Sanford (Board of Commissioners' pertormance  IV.AI Request for Service Contract with Pictometry International Corporation Tax. Administrator Michael Brown recommended the Board approve entering into a Service Agreement with Pictometry International Corporation for vertical and oblique aerial photography. The project would consist of two flights and a change finder project. The photography is used by the tax office and other departments Motion: Motion to approved the Request for Service Contract with Pictometry For: 6- Ariannal Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  within the county, as well as the public. International Corporation. Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed IV.B Daymark Discussion  Commissioner Reives requested the discussion for an update on where Daymark is at with providing assistance to families in need after hours. County Attorney Whitney Parrish reached out Daymark the week prior requesting a quote for after-hours services. She heard back today that they are in communication with their senior management team and crisis services across Daymark to set up a meeting to discuss the request and then provide a quote based on it. Pre-Trial Coordinator. Autumn Smith utilizes Daymark  as ar resource for individuals in the pre-trial program. V.A GFL Proposal for Solid Waste Services  V. NEW BUSINESS  Interim Solid Waste Superintendent. Amber Giles requested approval from the Board for the GLFF Proposal for Solid Waste Services fora at five-year term. Providers who submitted proposals were GFL (formerly Waste Industries), Meridian Waste, Republic Services, and Waste Management. Services requested were service 1) leaf and limb disposal and recycling, service 2) hauling and disposal for six convenience centers, service 3) front load dumpster service for nine county facilities and 19 schools, and service 4) operation oft the  3    six county convenience centers. No bids were received for the service 1, all providers bid on services 2a and. 3, and Meridian Waste bid on service 4 at $70,000 per month. After review by County staff, the recommendation is GFL. GFL's bid proposal reflects competitive prices at a great rate at only a 3% increase from our current contract, in addition to an almost decade-long work history with GFL. Commissioner Smith has received a lot of complaints about glass not being accepted for recycling. Ms. Giles said this was something they could look into once more. Dr. Crumpton noted that glass was originally eliminated due tot the cost associated with processing the weight of the material. Roll-Off Hauling and Front Load Dumpster Service 2013 Agreement.pdf Waste Industries 1st Amendment to Agreement.pdf Waste Industries Agreement 2nd Amendment.pdf Waste Industries 3rd Amendment.pdf Lee County 4th Amendment 2021 executed. pdf GFL- Fifth Amendment., pdf GFL RFP 2022.p pdf SERVICE PRICE COMPARISON- - RFP 2022. pdf  Motion: Motion to approve the GLF Proposal for Solid Waste Services fora a For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  five-year term. Mover: Robert Reives Mark Lovick Absent: 1 - Cameron Sharpe Motion Result: Passed V.B Change of Employee Retiree Insurance Vendor Moved to the Consent Agenda. V.C2023 Reappraisal Schedules, Standards and Rules  Tax Administrator Michael Brown presented the reappraisal schedules, standards, and rules for the 2023 reappraisal. The outline oft the schedule of values is essentially a timeline ofe events. It' be next. June before we're done with this process. NCGS 105-317requires the assessor to submit the schedules to the county commissioners, which we've done tonight. Mr. Brown said that staff has presented one set of schedules that speaks of market value and now has set another. set of schedules before you that deals with present use values.. A notice regarding the submission of the schedules, as well as the public hearing will be, published in the Sanford Herald tomorrow. We look to have the public hearing on November 14, 2022 regarding the schedules and look to have both schedules adopted December 5, 2022. The schedules will have to be open for 30 days after that time. Copies oft the schedules will be available for public inspection at the Tax Office and at the two public libraries in Sanford and Broadway. Values are not finale at this time, and staff continues to work on establishing values and carry out this process until late December or early. January to arrive at values that are datedi for the January 1, 2023 date. Tax payers will be notified of their values in mid- February by mail for each of the parcels that they own. Tax payers can file appeals in writing, mail, or online after notices are mailed out. The informal appeal process will take place with staff and at formalized, process willi follow with the Board of Equalization and Review. Appeals then got to the NC State and Property Tax Commission tor resolve property tax reviews. County staff has createda a 2022 Reappraisal  4    video, which has been posted to our website and YouTube channel. There is a second video on the website that talks about appraisers and what they do. We'll also place ai flyer in the Sanford Herald addressing commonly asked questions about the reappraisal process, as well as placing brochures in the libraries and other public buildings. We have speaking engagements scheduled already as well. Commissioner Reives requested that all videos to  be in English and in Spanish. 2023 Schedule of Values.pdf 2023 PUV Schedule Final.pdf V.D Cost-of-Living Adjustment (COLA) Proposal  County Manager Dr. Crumpton asked to discuss the COLA and Longevity Pay Expansion Proposal, Items V.D and V.E, together since they are both in response to the same concerns that staff has. Since the start of COVID-19, recruitment, retention, wellness, and job improvement has been the number one issue ofy your employees. The County currently has 38 job openings, which is roughly 10% of our workforce not present on a daily basis. Dr. Crumpton asked for ideas from department heads on how to address this issue andi received 108 responses. NCACCIICMA Management Fellow Ben McQueary conducted a survey and presented the results to the Board. There were 29 participants ande each voted for their first, second, and third priorities. Pay was a top priority, with Cost of Living Adjustment and Longevity Pay Expansion the top two priorities. Dr. Crumpton noted that this is notj just a Lee County issue, buti is happening across the state. It's difficult from a competitive standpoint and keeping employees when Harnett County in. January gave their employees a 10% raise and followed that up in. July with a 3% cost ofl living raise. Chatham County in July gave their employees a 7% raise and Moore County back in January gave a 3% raise and in anticipation of the 7% COLA actually gave an additional 5%, which made 8%. In his recommendation in the budget for this coming. year, Dr. Crumpton said he recommended 4%, mainly because we knew there were a lot of other priorities in the budget and lowering the tax rate was our number one priority. After going through the first quarter and hearing from department heads, seeing that revenues were exceeding projections, we felt it wasa good time to bring both oft these issues to the Board. A 2% COLA gets us to a net 6% fort this fiscal year. The CPI is running at about 8%, SO on July 1, staff will be looking at proposing another 8% for the Board to consider. Commissioner Carver suggested that we review the pay scales at the Board retreat in January. We used to be able to do them every five years, and now we're needing to review them every 12 months to keep up with the market. Commissioner Sharpe was not in attendance, but asked that the Motion: Motion to approve the 2% Cost-of-Living Adjustment (COLA) Proposal for full time and permanent part time employees to take effect on January 1, 2023 in For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  following be read into the record:  "fully support the COLA proposal on the agenda tonight." Retention8Recruitment Manager's Poll Results. pdf  the amount of $260,884. Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe  5    Motion Result: Passed V.E Longevity Pay Expansion Proposal D.1 Longevity Pay 2022. pdf Mover: Arianna Lavallee Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed  A.1 Table of Contents (Revised 10-17-2022).pdf  Motion: Motion to approve the Longevity Pay Expansion Proposal. For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  V.F Contractor Prequalification Policy in support of Construction Projects  Development Services Director Santiago Giraldo requested approval ofa draft of the Contractor Prequalification Policy in accordance with SESSION LAW/2014-42, HOUSE BILL 1043. In accordance with this bill the governing body of the governmental entity shall adopt an objective prequalification policy applicable to all construction or repair work prior to the advertisement of the contract for which the governmental entity intends top prequalify bidders. This pertains only to projects for which Lee County intends to prequalify bidders. Lee County does not intend to prequalify contractors for each and every project. The Contractor Prequalification Policy is intended to be general ini nature and willl be separate from a required Project Specific Contractor Prequalfication Application. Staff included a draft of the general policy and a draft of the prequalification policy specific to the multi-sportsplex. regarding the natural and synthetic fields as a part  oft the agenda for the Board to review. N.C. Gen. Stat. - 143-135.8.PDF Lee County Prequal Application.docx Lee County Prequal Criteria.xlsx  PREQUALIFICATION PROCESS POLICY STATEMENT AND PURPOSE.docx Lee County Prequalification Application-Multi Sports Complex.docx Motion: Motion to approve the draft of the general Contractor Prequalification For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver, Motion: Motion to approve the draft Contractor Prequalification Policy specific to For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  Lee County Prequal Criteria Sportscomplexxisx  Policy. Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed the Multi-Sports Complex. Mover: Arianna Lavallee Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed    V.G Lee County Courthouse Complex Security Policy  Development Services Director Santiago Giraldo requested approval of the Lee County Courthouse Complex Security Policy. During our current renovation project of the courthouse, staff identified along with) judicial staff that there were some security concerns in the parking area, rear access to the courthouse, and the second-floor courtrooms. This policy is designed to address security and restrict access to authorized, personnel ande employees. Once approved, this policy will go to the judge and he willi release an act ofmemorandum: for records securing the building. Draft Lee Co. Courtouse Complex Security Policy 070CT2022. pdf Motion: Motion to approve the Lee County Courthouse Complex Security For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  Policy. Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed  V.H Project 4841-01-21 Lee County Library Site and Layout Update  Development Services Director Santiago Giraldo provided a design and layout update on the new library site to the Board. The presentation is attached and incorporated into these minutes. The next step is sectional studies and collaboration with SAMET/Sanford for refinement and budgeting. These are design concepts, and we have not received initial budgeting. We created spaces based on requirements and things that were identified as needs. Some concerns that were raised at recent meetings include the proximity of toilets to the children's area, the visibility of stafft to the exterior, ability to close off the large program room from the rest of the library is desired, and there's a desire for the children's program room to be enclosed. V.I Request Letter for Orange County Joining the Capital Area Workforce Development County Manager Dr. Crumpton said the County had received a request from Capital Area Workforce Development (CAWD) Board asking us to approve adding Orange County as a member. About a year ago, we discussed adding Lee County to CAWD Board and was accepted. We support ita and the staff at the CAWD Board support ita as Motion: Motion to approve the request for al letter for Orange County to join the For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  170CT2022 BoC Update Library Design.pdf  Board  well.  CAWD Board Letter.docx Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed  Capital Area Workforce Development Board.  7    V.J Triangle Area Rural Planning Organization Application for a Statewide Planning and This item was added onto the agenda. Commissioner Smith is a member oft the Triangle Area Rural Planning Organization (TARPO) Board, and informed County staff that the TARPO Board voted to apply for a Statewide Planning and Research (SPR) grant. These funds come from the Federal Highway Administration and available for a proposed study oft the US-1 Corridor from Apex to Sanford given the new Triangle Innovation Point project. The Federal funds will cover 80%, the state matches 10% with the local governments pickup the additional 10%. Matching funds paid by applicable local governments would include Chatham, Harnett, Lee, and Wake Counties. The estimate for the local match was $10,000- $20,000. The TARPO Board suggested that the study would cover a 1/2 mile on each side ofUS- 1. The grant application is due the end of February 2023. The TARPO Board would like a response from each local government by. January 15, 2023. Motion: Motion to approve supporting the Triangle Area Rural Planning Organization Application for a Statewide Planning and Research Grant. For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  Research Grant  Mover: Robert Reives Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed  V.KI Future Potential NCDOT Projects in Lee County  This item was added to the agenda at the beginning of the meeting. The Lee County Transportation Planning Committee is meeting to review the list of projects. Commissioner. Smith provided a potential list to include the Tramway Road/US-1/15-501 intersection, Tramway Road NC-78 congestion, Traceway intersection with NC-87 South, Colon Road widening and extension from Deep River Road to US 15-501, and Redirect Rod Sullivan Road and RR Bridge overpass to the airport. Motion: Motion to approve the list of potential highway projects in Lee County including the Tramway Road/US-1/15-501 intersection, Tramway Road NC-78 congestion, Traceway intersection with NC-87 South, Colon Road widening and extension from Deep River Road to US 15-501, and Redirect Rod Sullivan Road and For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver,  RRI Bridge overpass to the airport. Mover: Ariannal Lavallee Mark Lovick Absent: 1- Cameron Sharpe Motion Result: Passed VI. MANAGERS' REPORTS VI.A. July 2022 Sales Tax Report  Finance Director Candace Iceman provided the. July 2022 sales tax report to the  Board.  countywide sales tax analysis 2022-2023.pdf  8    monthly sales tax analysis2022-2023pdr VI.B County Manager's Monthly Report for October 2022  County Manager Dr. John Crumpton provided his report, a copy of which is attached andi incorporated into these minutes. The County is going to receive $800,000 from theGeneral Assembly in this year's budget, courtesy of Senator. Jim Burgin. The $800,000 is line-itemed between 11 groups, including Boys & Girls Club at $50,000; Broadway Veterans Memorial at $70,000; Central Carolina Hospital with $100,000; Helping Hand at $100,000, Kiwanis Family Park with $100,000; Outreach Mission, Inc at $100,000; PeacmoucissPegnany, Center at $50,000; Salvation. Army at $50,000; Sheriff's Office of Lee County with $30,000; Veterans Court at $50,000; andt the Veterans Harbour Inn at $100,0001 for ai total of $800,000. Staff is going to start reaching out to these organizations, and they will all have to provide us a program of work. When we receive the funds, we willl have the Board allocate those funds to the corresponding organizations, per the General Assembly's request.  Senator Burginselected these programs himself. County_ Managers Monthy_ReportOdtobet17.2022.dox CCH ED Wait Times 2022.pptx LCEMS D_ E Response Oct 2022: 221003.xisx Sep 2022 FirstHealth EMS Reporting Requirements.pdr 22 LCL POPI-con Summary Report.pdf Library_2022 August Director_ Report.pdf Parks and Rec Minutes_ Signed 8-22.pdf Parks and Rec 9.26.22 Agenda. pdf Senior Services Board Minutes 8-17-22.pdf Parks and Rec Minutes_ Signed 7-25-22.pdf October TRC Agenda [10.6.22).pdf Olde. Jonesboro (Ph6)- Site Plan.pdf  Tax Office_ Monthly Managers Report September 2022.docx  Commissioner Reives departed the meeting at 7:33 p.m.  VII. COMMISSIONERS COMMENTS  County Attorney' Whitney Parrish clarified thati if any Board member wants to remove an item from the Consent Agenda, the request will stand to move the item to a section fora discussion and vote. No vote of the Board ifr necessary to do this, simply a request from any member of the Board is sufficient. This is according to Robert's Rule of Order and is noti in County's adopted Rules of Procedure. Commissioner Smith asked that it be  added. ADJOURN  Motion: Motion to adjourn. The meeting adjourned at 7:37 p.m.  Mover: Dr. Andre Knecht  For: 6- Arianna Lavallee, Dr. Andre Knecht, Robert Reives, Kirk Smith, Bill Carver, Mark    Lovick  Absent: 1- Cameron Sharpe Motion Result: Passed  DDbnla /Kirk D. Smith, Chairman Lee County Board of Commissioners  ATTEST:  sigin Hailey Hall, Clerk toi the Board  24  oU  10    MEMOT TO: FROM: SUBJECT: DATE:  LEE COUNTY BOARD OF COMMISSIONERS JOHNACRUMPTON, LEE COUNTY MANAGER BUDGETA AMENDMENT#: 10/17/22/04  October 17,2022  SECTIONI. THE FOLLOWING GENERAL FUND(1100) REVENUE INCREASES ARE HEREBY APPROVED:  CURRENT BUDGET 4,906,069  DEPARTMENT Senior Services Fund Balance  ACCOUNT#  DESCRIPTION TOTAL CHANGES  CHANGE 7,314 20,000 27,314  NEW BUDGET 7,314 4,926,069  1100-3582-34640 SHIIP Grant 1100-33990-39900 Fund Balance Approp.  SECTIONII. THE FOLLOWING GENERAL FUND (1100) EXPENSE INCREASES ARE HEREBY APPROVED:  CURRENT BUDGET 3,000 3,150 1,800 5,700 4,800 4,100 44,200 701,387  NEW BUDGET 3,200 3,450 2,175 8,939 5,800 4,300 46,200 20,000 801,387 310,000  DEPARTMENT Senior Services Senior Services Senior Services Senior Services Senior Services Senior Services Senior Services Elections Parks and Rec Misc Expense  ACCOUNT# 1100-5826-43400 1100-5826-43410 Travel 1100-5826-43520 1100-5826-43530 Advertising 1100-5826-43540 Printing 1100-5826-44100 1100-5826-44660 Program Supplies 1100-4172-43120 1100-6120-46800 1100-9800-49542  DESCRIPTION Conference Postage Office/Dept Supplies Professional Services Facility Development Transfer tol Temple Park TOTALCHANGES DESCRIPTION TOTAL CHANGES  CHANGE 200 300 375 3,239 1,000 200 2,000 20,000 100,000 310,000 437,314 CHANGE 410,000 410,000  SECTIONI III THE FOLLOWING GENERAL FUND (1100) EXPENSE DECREASES ARE HEREBY APPROVED:  CURRENT BUDGET 629,959  NEW BUDGET 219,959  DEPARTMENT Jail  ACCOUNT#  1100-4320-41200 Salaries and Wages    SECTIONIV. THE FOLLOWING. AIRPORT TAXI FUND (2106) REVENUE INCREASES ARE HEREBY APPROVED:  CURRENT BUDGET  DEPARTMENT Fund balance  ACCOUNT#  DESCRIPTION TOTAL CHANGES  NEW BUDGET 330,000  CHANGE 330,000 330,000  2106-3990-39900 Fund Balance Approp.  SECTIONV. THE FOLLOWING, AIRPORT TAXI FUND( (2106) EXPENSE INCREASES ARE HEREBY APPROVED:  CURRENT BUDGET 55,000  NEW BUDGET 385,000  DEPARTMENT Airport  ACCOUNT#  DESCRIPTION TOTAL CHANGES  CHANGE 330,000 330,000  2106-4530-48160 Airport Operations  SECTIONVI. THE FOLLOWING TEMPLE PARKI RENOF FUND (4845) REVENUE INCREASES ARE HEREBY APPROVED:  CURRENT BUDGET  NEW BUDGET 310,000  DEPARTMENT Temple Park Reno  ACCOUNT# 4845-3930-39700  DESCRIPTION Transfer from General Fund TOTAL CHANGES  CHANGE 310,000 310,000  SECTIONVII. THE FOLLOWING TEMPLE PARKI RENO FUND( (4845) EXPENSE INCREASES ARE HEREBY APPROVED:  CURRENT BUDGET  NEW BUDGET 20,000 17,500 257,000 15,500  DEPARTMENT Temple Park Reno Temple Park Reno Temple Park Reno Temple Park Reno  ACCOUNT# 4845-8100-46140 4845-8100-46300 4845-8100-46430 4845-8100-46900  DESCRIPTION Architect & Enginering General Construction Furnishings Contingency TOTAL CHANGES  CHANGE 20,000 17,500 257,000 15,500 310,000  smim dl HAILEY HALL, CLERK 76T THE BOARD  SCJUK nIs    COUNTY OF LEE, NORTH CAROLINA TEMPLE PARK RENOVATIONS PHASE II CAPITAL PROJECT BUDGET ORDINANCE  BE IT ORDAINED byt thel Lee County Board of Commissioners that the following TEMPLE PARKI RENOVATIONS PHASE Ilis hereby approved and adopted: budget for the Section 1: The following amounts are hereby appropriated for the  Phase Ilf fort thep period October 17,20221 to December 31, 2024, according Temple tot Park the following Section 2: That for said project period there is hereby appropriated thet following:  Renovations  schedule and summary.  REVENUE  SOURCE  AMOUNT 310.000 310,000 AMOUNT $20,000 17,500 257,000 15,500 310,000  Transfer from General Fund  TOTAL PROJECT REVENUES  EXPENSE  SOURCE ArchitecuEngineering General Construction FumshingslEquipment Contingency  TOTAL PROJECT EXPENSES  Section 3. Copies oft this budget shall be furnished to the Finance Officer of Lee County, North Carolina, to! be kept ont file for direction in collection of revenue and expenditures of  amounts appropriated.  ADOPTED this 17th day of October, 2022.  D. Smith, Amporte  Chairman  Attest:  Hunlwy nlL Hailey Hall, Cleyk to the Board  COUN GA5  COUNT    AGREEMENT BETWEEN LEECOUNTY,NC: ("CUSTOMER")  PICTOMETRY INTERNATIONAL CORP. CTICTOMETRYAND  1. This order form ("Order Form"),i inc combination with the contract components listed below:  Section A: Product Descriptions, Prices and] Payment Terms Section) B:I License Terms: Delivered Content Termsa and Conditions ofUse Online Services General Terms and Conditions Web Visualization Offering Terms and Conditions Softwarel License Agreement Section C: Non-S Standard Terms and Conditions Appendix 1: Photogrammetric Product Specifications  Map(s)  (all ofwhich, collectively, constitute this' Agreement")setf fortht the entire understanding between Pictometry and Customer with respectt tot thes subjectr matter hereof and supersedes all prior representations, agreements and arrangements, whether oral written, relatingt to thes subjectr matter hereof. Any modifications to this Agreement must be made in writing and duly authorized officers ofe each party. Any purchase order or similar document issued by Customer inc connection bes with signed this by Agreement isi issueds solely for Customer'si internal administrative purposes and the terms and conditions set forth ona such conflicts shall be, froml highest (i.e., supersedes all others) tol lowest (i.e., subordinate to all others): precedence Section C: forr Non-Standard resolving such Terms and Conditions; Appendix 1: Photogrammetric Product Specifications; Section A: Product Descriptions, Prices and Payment Terms; License Terms inc ordera as listed above under thel heading' 'Sectionl B:I License Terms'; and Order Form. 3. Allr notices under this Agreement shall bei in writing and shall bes sent tot the following respective addresses:  or any  purchase order shall bec ofnof force ore effect ast between the parties.  2. Int thee event ofa any conflict among any contract components comprising this Agreement, order ofp  CUSTOMERI NOTICEA ADDRESS 106 Hillcrest Dr Sanford, NC 27330 Attn: Michael Brown, Tax Administrator Phone: (919)718-4660; 5424  PICTOMETRY NOTICE ADDRESS 25N Methodist Hilll Drive Rochester, New York 14623 Attn: General Counsel Phone: (585) 486-0093 Fax: (585) 486-0098  Eitherp party may changet their respective notice address by giving writtenr notice ofs such change tot the other at the other party" st then-current notice address. Notices shall beg given! by any oft the following methods: personal party reputable courier providing written receipt; or postage-paid certified orr registered United States mail, return delivery; Notice express 4. This Agreement, including alll licenses granted pursuant toi it, shall be binding upon andi inure tot the benefit oft their successors: andj permitted: assigns, buts shall not bea assignable by either party exceptt that () Pictometry shall the have parties the hereto, assigni itsr rightt tor receive Fees undert this Agreement, providedi nos such assignment shall affect Pictometry's and (ii) Pictometry shall! have the right toa assign alli its rights under this Agreement to any person or 5. INI NOEVENT: SHALLI EITHERI PARTY BEI LIABLE, UNDER ANY CAUSE OF ACTION OF ANY OF ORI RELATED TO1 THIS AGREEMENT (INCLUDINGI UNDER THEORIES INVOLVING TORT,CONTRACT, KIND NEGLIGENCE, STRICTI LIABILITY, OR BREACH OF WARRANTY), FOR ANYI LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFEREDI OTHERI PARTY OR OTHERS, EVENI IF Al PARTY HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCHDAMAGES. BY THE 6. With respect to any claims that Customer may have or assert against Pictometry ona any matter relatingt tot this liability of Pictometry shall, int the: aggregate, bel limitedt to the aggregate amount received by Pictometry Agreement, this  bec deemed given when actually received or when delivery isr refused.  receiptr requested.  shall rightt to  obligations hereunder, entity, provided the assignee ARISINGOUT  hasa assumeda allo ofF Pictometry's obligations under this Agreement.  thet total  Agreement. Pagel lof21  pursuantt tot  LeeC County, NC- C30812502: 2022-10-11  C-0001-20200910.8    7. They waiver by either party ofa any default byt the other shall noty waive subsequent defaults oft thes same or different kind. Int thee event that any ofthep provisions oft this Agreements shall bel held by: a court or othert tribunal ofc unenforceable, suchj provision willl bee enforced tot ther maximum extent permissible andt the  competent jurisdiction oft remaining portions this Agreement  tobe  shall remaini inf fullf force ande effect.  9. Excepty with respectt to Customer's payment obligations fors services delivered, reports delivered or any ongoing subscription payment obligation, each party will bee excused from performance under this Agreement, will noth bec deemed in hereof, and willl have nol liability tot thec other party whatsoever ifeither party is prevented from performing tob bei ofi its breach hereunder, inv whole ori inp part, asa ar result ofa Forcel Majeure Event. A "Forcel Majeure Event" means ane event any occurrence obligations beyond thec control oft the nonperforming party, such as ana act of God or oft the public ine either itss sovereign or contractual capacity, government regulation, travel ban orr request, enemy, court embargo order, or civil disturbance, act ofg government terrorism, war, quarantine restriction, epidemic, virus, fire, weather, flood, accident, strike, slowdown, electrical power outage, interruption or degradation ine electronic communications systems, inability delay obtain int transportation, materials orr manufacturing facilities, and other similar events. Int the event ofa any delay resulting from toc al Force necessary labor, Event, any date ofd delivery hereunder will bee extendedi forap periode equal to thet time lost because oft the delay. 10. Inc consideration of, and subjectt to, payment! by Customer oft the Fees specifiedi in Section A oft this Agreement, Pictometry top provide Customer with access to and use oft the products specifiedi in Section A oft this Agreement, subject to thet terms agrees conditions setf forthi int this Agreement. Customer hereby agreest to pay thel Fees specifiedi in Section A oft this accordance with thes stated payment terms and accepts anda agrees toa abide by thet terms oft this Agreement. Agreementi in This Agreements shall become effective upon execution by duly authorized offiçers of Customer and Pictometry andi Pictometry ofs suchi fully executed document, such date ofr receipt by Pictometry being the* "Effective Date."  other or  Majeure  and receipt by  PARTIES: CUSTOMER LEE COUNTY,NC SIGIY  PICTOMETRY PICT TOMETRY NTERMATIONALCORP. Delaware corporation SIGNATURE: NAME: TITLE: EXECUTIONI DATE:  MD.Dnikv NAME: Lirk Smith TITLE: ue Counhy CmwIsIOner Chaliman DATE: 0-17-2022  DATEOFI RICHFTGPKCTVEDATER  Thisi instrument has been preaudited int the manner required byt thel Local Government Budget andF Fiscal ContractAct. Caadau Juman Finance Officer, Lee County  Page2of21  Leec County, NC- C30812502: 2022-10-11  C-0001-20200910.8    SECTION. A Pictometry International Corp. 251 Methodist Hilll Drive Rochester, New York 14623 BILLTO LeeCounty, NC Michael Brown, Tax Administrator 1061 Hillcrest Dr Sanford, NC 27330 (919)718-4660:5 5424 mbrown@lecoumtyneg gov FIRST PROJECT QTY 287  PRODUCT DESCRIPTIONS, PRICES ANDI PAYMENT TERMS  ORDER# C30812502  SHIP TO Lee County, NC Michael Brown, Tax Administrator 1061 Hillcrest] Dr Sanford, NC 27330 919)718-4660:5124 mbrownalecountynes gov SALESI REP jwilson  CUSTOMERI ID A235288 PRODUCTNAME  FREQUENCYOFI PROJECT Biennial PRICE(%) $360.00 $103,320.00 Term (10%-Long Incentive Discount)  PRODUCTI DESCRIPTION Property level. Deliverablesi includer measurablec oblique ando ortho imagery atap property resolutions. Colorb balanced orthomosaici imagery isg generatedb by flly automated photogrammetric processa andd delivered digitally inv various formats witht thea Applicable Terms and Conditions: Delivered Content Terms andConditions ofUse Product Parameters: Leaf Leafof Lesst than3 30%1 leafcover uptos 500 concurrenta authorizedu users the: abilityt tol logina and accesst the Pictometry- hostedo customi imagery libraries specifiede elsewherei int this Agreement viaay web-based, server-based or desktopi integration." Thed default deploymenti ist through web-b based Pictometry Connect. Termo commences onc date ofactivation. Theq quantity representst ther number ofy yearsi int the Connectt term. Applicable Termsa and Conditions: Online Services General Terms andConditions: Softwarel License Agreement Product Parameters: Admin User Name: Michael Brown Admin User Email: mbrownlecoumtyneg gov tor maximize deployment. Includes hotelr roomf for upto threer nights, eventr registration, andr round-tripa airfare upto $500. Customer will bep provided witho discount codet to complete FutureViewr registration. (Air Travel Restrictions -30daya advancep purchase for airfare, perp personr roundt trip airfarea ats standard coacho classr ratest through! Pictometry's travel provider only.) )Mustb ber redeemed withint threey years ofagreement executiond date. Applicable Terms and Conditions: Order Form visualization-only: access tothe Pictometry-hosted custom imagery libraries specifiede elsewherei int this Agreement via aweba application ors serverb basedi integration. Requiresa customer-p provided weba applicationo ors server based application. Withr respectt toi imagery availablet through this LeeCounty, NC- C30812502: 2022-10-11  LIST PRICE DISCOUNT AMOUNT'  Reveal Essentialst Property Provides! highr resolution ortho ando obliquei imagery ata  $400.00  metadata.  Pictometry Connect- CA- Pictometry Connect -CA- 50(Custom Access) provides $2,200.00 $1,650.00 $3,300.00  50  (25%)  FutureView Adv Training Fullo confèrencer registrationt to advancedt training designed $2,995.00  $2,995.00  Pictometry Connect View- Pictometry Connect View- CA( (Custom Access)provides $750.00  $1,500.00  CA  Page3 3of21  C-0001-202009108    productt tot third partiesort theF Public, Pictometry reserves ther rightt ton reducet ther resolution ofthei imagery available. Termo commences ond datec ofa activation. Thec quantity represents then numberc ofyearsi int theC Connectt term. Applicable Terms and Conditions: Web Visualization Offering Termsa ando Conditions Product Parameters: Admin User) Name: Michael Brown Admin User Email: mbrownleecoumtlyne, gov Pictometry Connect- EarlyA Accessp provides authorized userst the: abilityt tologina anda accesst the imagery, as specifiede elsewherei int thisa agreement, immediately following itsp preliminary processing: ando quality control checks andp priort toi itsf final processing. Early Access imagery willb become availablei inc CONNECT Explorer incrementally: asitisp processeda andi itwillr remain available until final, fully processedi imagery ismadea available through otherr means. Thisc offeringr requires ana active Pictometry CONNECT accounta andt thec current purchased of accesst toani imagery product. Applicable Terms and Conditions: Online Services General Termsa and Conditions one( (I)Advanced User Technical Training, one (1) Administration/ IT Training Session, fifteen (15)h hours of telephones support, one copy of Pictometry Electronic Field Study (EFS)s software, latest version, ont thes storage media specified! herein, anda accesst tod download updated versions ofthe EFSL Licensed Software fora period ofti threey years fromt thei initial dateo ofs shipment oft theE EFSs software, along witha acopy oftheu updatedo documentation. Applicable Terms and Conditions: Software License response program offering flightsa aftera ane emergency or disaster. Refert tothea attachedd detailed descriptiono ofthe Disaster Response Program. Applicable Termsa and Conditions: Order Form  Pictometry Connect- EarlyAccess  $10,000.00  $0.00 (100%)  $0.00  Obliquel Imagery Bundle Includesd digital copy ofthel LicensedI Documentationi for w/Three (3)YrsofEFS thel License Software, two( (2) Endl User Training Sessions,  $0.00  $0.00  Maint & Support  Agreement  RapidAccess- Disaster RapidAccess- Disaster Response Program isane emergency $0.00  Response Program  $0.00  SUBTOTAL LIST PRICE DISCOUNT AMOUNT' $400.00 PRICE(%) $360.00  $111,115.00 $103,320.00  SECONDI PROJECT QTY 287  PRODUCTNAME  PRODUCT DESCRIPTION Propertyl level. Deliverablesi includer measurable oblique ando orthoi imagery ataproperty resolutions. Color balanced orthomosaici imagery isg generatedb by fully automated photogrammetric processa ando deliveredd digitallyi in various formats witht thea associatedr metadata. Applicable Terms and Conditions: DeliveredC Content Terms andConditions ofUse Product Parameters: Leaf Leaf om Lesst than 30%1 leaf cover single- frame orthogonali imagei inas specified, newer Pictometry imagerys source. Pictometry delivers updated digital building outlines fromt then newer imagery source andt theiro classification: attributesi ins shapefile and geodatabase formats. Coveragei includes onlyl locations Leec County, NC- C30812502: 2022-1 10-11  Reveall Essentialst Property Provides highr resolution ortho and obliquei imagery ata  (10%-Long Term] Incentive Discount)  35,000  ChangeFi inder- Change Existing! building outlines fromas specified olderi imagery Detection; Digital Parcell File/sourcea are updateda andc classifiedr relativet tothen most-nadir  $0.41  $14,350.00  Provided  Page4 4of21  C-0001-20200910.8    specifiedi inas single, customer- provided digital parcel shapefile. Parcelsi inthes specifiedl locations mustb be generally contiguous. Alll Pictometry imageryt tobeu used mustb bel licensed or ownedb by thec customer. Finali invoiced amount willb bes adjustedi fort thea actual quantity ofr recordsi in thep parcel file usedf for production. Use ofo older non- Pictometry- -sourced building outline datar requires acceptancei ina advance. Applicable Termsa andConditions: Delivered Content Terms andConditions ofUse Product Parameters: Datas Source- Base: Pictometry Outlines Data Source. Year Base: 2020 Datas Source- Comparison: Pictometry Imagery Datas Source) Year Comparison: 2025 Deck Identification: Includedi in Building Outlines Regional Status Report! Requested: Modified Technical Specifications: Parameter Changes Priort to.commencement of production, Customer may make changest tot these product parametersby providing Pictometry withy writtena authorization (email being acceptable). upto5 50concurrent authorized userst thea ability tol logina and accesst theF Pictometry- -hosted customi imageryl libraries specifiede elsewherei int thisA Agreementy viaay web-based, server-basedor desktopi integration." Thed default deploymenti ist through web-based Pictometry Connect. Term commences ond datec ofactivation. Theq quantity represents then number ofy yearsi int the Connectt term. Applicable Terms and Conditions: Online Services General Terms andC Conditions;S Softwarel License Agreement Product Parameters: Admin User Name: Michael Brown Admin Userk Email: mbrown@leecountyne. gov tomaximized deployment. Includes! hotelr room foru upto threer nights, event registration, andr round-tripa airfare upto $500. Customer will bep provided withd discounto codeto complete FutureView registration. (Air Travel Restrictions -30daya advancep purchasef for airfare, perp person roundt trip airfare ats standardo coach classr ratest through Pictometry's travel provider only.) Mustb ber redeemed withint threey years ofagreement executiono date. Applicable Termsa andConditions: Order Form visualization-only: accesst tot the Pictometry- hosted custom imageryl librariess specifiede elsewherei int thisA Agreementy via aweb applicationo or server basedi integration. Requiresa customer- provided weba applicationo ors server based application. Withr respectt toi imagery: availablet throught this productt tot thirdp partieso ort the Public, Pictometry reserves ther rightt toreducet ther resolutiono ofthei imagery available. Term commences onc dateo ofa activation. Theq quantity representst ther number ofyearsi int theC Connectt term.  Pictometry Connect- -CA- Pictometry Connect- -CA-5 50(Custom Access) provides $2,200.00 $1,650.00 $3,300.00  50  (25%)  FutureView. Adv Training Fullc conferencer registrationt toa advancedt training designed $2,995.00  $2,995.00  Pictometry Connect View- Pictometry Connect View- CA(Custom/ Access) provides $750.00  $1,500.00  CA  Page5of21  LeeC County, NC- C308125022 2022-10-11  C-0001-20200910.8    STANDARD ORTHOI MOSAIC PRODUCTS  Pictometry standardo ortho mosaicp productsa are producedt through automated mosaicking processes thati incorporate digitale elevationd orthof framest to createl large-arean mosaics ona ane extremely cost-effectivel basis. Becauset these products arep producedt througha automatedp datay withi individual Pictometry expensiver manual reviewa andh hand-touchedo corrective! processes, therer may bei inherenta artifactsi ins some ofther resulting mosaics. While processes, rather thanr more sucha artifacts, theP Pictometry standardo orthon mosaic products arep provided ona an' ASI IS' basis withr respectt tov visiblec cutlines Disconnectsi inn non-e elevateds surfacesg generally causedb by inaccuratee elevationo data; Disconnectsi ine elevateds surfaces( (e.g, roadways, bridges, etc.) generally causedb by elevateds surfaces not beingr representedi int thee elevationo Buildingi intersecta andc clipping generally causedb Iby buildings notb beingr representedi int the elevationo data; Seasonal variations caused byi imagest takena at differentt times duringa season, or during differents seasons; Groundi illuminations variations causedb byi magest takenu underd differenti illumination (e.g, sunny, higho overcast, Single GSDc colorv variationso caused byi illumination differencesorn muliple-airerallcumem captures;  Pictometry workst tor minimize alongr mosaics seams resulting fromt the data; afternoonl light, etc.) )withino one  followingt types ofartifacts:  flight day or during differentf flighto days: Mixed GSDC colorv viii, Waterb body color Geofences: FIRST PROJECT SECONDI PROJECT FEES; PAYMENT TERMS  morningl light,  caused bya adjacent areasb beingf flown at differentg grounds sample distances (GSDs); and  causedb byn multipleii individual framesb being usedt toc createa mosaica across abody of water (e.g, lakes, ponds, rivers, etc.).  Other Pictometry products may bea availablet thata arel lessp pronet tos sucha artifacts thant thel Pictometry standard orthor mosaicp products.  Fort thel Pictometry Connect CA- 50, Pictometry Connect View- CA product(s) int this project, thef following geofences Fort thel Pictometry Connect CA- 50, Pictometry Connect' View CA product(s)i int this project, thei following  NCC Chatham, NCI Harnett, NCI Lee( (Primary), NCI Moore NCC Chatham, NCH Harnett, NCI Lee (Primary), NCI Moore  apply:  geofences apply: without arei to tol Pictometry reducing any priorto allowed by law, ifless). In Agreement including, butr not  Alla amounts duet tol Pictometry pursuantt tot this Agreement ("Fees"): are expressedi in United States dollars and dor noti include duties, taxes (including, without limitation, any sales, use, ady valorem orv withholding, value added or other taxes) orl handlingf fees, allo ofv which any in: additiont thea amounts shown above and, tot thee extent applicable top purchases by Customer, shall be paidb by Customer tol amount owedt tol Pictometry unless documentss satisfactory tol Pictometry evidencing exemption from sucht taxesi Pictometry is billing. Tot thee any amounts properlyi invoiced pursuantt to this Agreement arer not paidy withint thirty (30) days providedt following such unpaida amounts shall accrue, and Customers shall pay, interest att ther rate of1 1.5% perr month (ora at the maximum ratea thei invoice due date, addition, Customer shall pay] Pictometry allc costs Pictometry incursi in collecting past due: amounts due undert this  extent  limited to, attorneys' fees ando court costs. FIRST PROJECT Due: at Initial Shipment ofl Imagery Due atF FirstA Anniversary of Shipment ofI Imagery Totall Payments SECONDPROJECT Due: atl Initial Shipment ofl Imagery Dues at FirstA Anniversary of Shipment ofI Imagery Total Payments RapidAccess- -Disaster Response Program ("DRP")  $55,557.50 $55,557.50 $111,115.00 $63,232.50 $63,232.50 $126,465.00 delivery. Following ofa any ofthei following  Customer ise eligible forI DRP described below fromt the Effective Date throught thes second anniversary oft thei initial paymentt tol Pictometry ofa amounts due with respectt to eachs subsequent! Project, Customer willl bec eligible fort the then-current Project twoy yearsf fromd delivery ofs suchs subsequent] Project. Customer must bei ing good-standing with Pictometry to maintain eligibility DRP forl foraperiodof DRP. A. Disaster Coverage Imagery at NoA Additional Charge- Pictometry will, upont request ofC Customer and atr noa additional standardo qualityi imagery ofu upt to 200s squarer miles ofa affected: areas (as determined by Pictometry) thec occurrence charge, provide  events during any period Customeri ise eligible for DRP: D Hurricane: areasa affected by hurricanes ofCategory 2a and! higher. Tornado: areasa affected byt tornados rated EF4 andl higher.  upont  Page7of21  Lee County, NC- C308125022 2022-10-11  C-0001-20200910.8    Terrorist: areas affected by damage from terrorist attack.  Earthquake: areasa affectedb by damaget to criticali infrastructure resulting from earthquakes measured at6.0orh higher on thel Richter scale. B. Discounted Rate- Coverage fora areas affected by thee eventss set fortha above exceeding 200 square miles willl be, availability, offèred to Customer att the then current DRP rates. Also, coverage for areasa affected by hurricanes below subjectt below EF4ore earthquakes rated below 6.0on the Richter scale willl be, subjectt tol Pictometry resource availability, offèred Category to Customer: II, att Online Services- Usec ofP Pictometry Connect ExplorerM Pictometry's DRPi includest the use ofConnect Explorer for term ofn ninety days from thed date ofd delivery ofthel DRP imagery. Customer shall have access tot thel DRP imagery foras long ast they maintain ana active Connect  Tsunami: areasa affected by damaget too criticali infrastructure resulting fromt tsunamis.  tol Pictometry tornadoes resource the  thend currentI DRPr rates. account.  Page8of21  Lee County, NC- C30812502: 2022-10-11  C-0001-20200910.8    SECTIONB  LICENSETERMS  PICTOMETRY DELIVERED CONTENT TERMS AND CONDITIONS OF USE  These Pictometryl DeliveredContent? Termsa and Conditions ofUse (the" DeliveredContent  into which theset terms arei incorporated, collectively set fortht thet termsa and conditions that Terms andC Conditions") ), in combination witht the corresponding Agreement computinge environments operated by parties othert than Pictometry. Asu usedi inthel Delivered govern Content use of Delivered Content (as hereinafter defined) foru use within ork lowercases shalln meant theC Customer thate enteredi intot theA Agreementi intov whicht thel Delivered Content Terms Terms and and Conditionst Conditions thet arei terms" you" and" your" inuppercase  incorporated.  1.1 DEFINITIONS  1.1 withiny "Authorizeds Subdivision" means, ifyous are ac county orar non-state consortium ofc counties, any political unit or subdivisionl yourb boundariest thaty youa authorizet tohave accesst tol DeliveredContent, pursuant tothel Delivered Content Terms locatedt totally ors substantially 1.2 "Authorized System" meansaw workstationc ors servert thatr meetse eacho ofthef following criteria( (i)itiso ownedorl leased andConditions. itisk locatedv within ando only accessiblef fromf facilitiest thata arec ownedorl leasedb by youora anA Authorizeds Subdivision, by youor: an Authorized Subdivision, (i) 1.3 "Authorized User" means any employee ofy you or Authorized Subdivisions thati isa authorized bys tol have tot the 1.4 "Delivered Content" meanst thei images, metadata, datal layers, models, reports ando other geographic ors structural visualizations or embodiments provided with, ord derivedf fromt thei informationc deliveredt toy youb by oronb behalf ofP Pictometry 1.5 "Project Participant" means any employeeo orc contractor ofp personso ore entitiesp performing servicesf pursuantt for compensationi Agreement. fory youora an Authorizeds hasb beeni identifiedby writtennoticet toF Pictometry priort tobeingg granteda accesst toDeliveredContent: and, unlessP Pictometry fora anyi individual, hase enteredi intoay writtena agreement withl Pictometry authorizings sucha access. 2. GRANT OFI RIGHTS; RESTRICTIONS ONI USE;OWNERSHIP 2.1 Subjecttot thet termsa ando conditions oftheA Agreement, youa are granted nonexclusive, nontransferable, limited (a)i install thel Delivered Contento on Authorizeds Systems; (b)permit access andu usec ofthel Delivered Contentt through Authorized Systems by: ofyouor Authorized Subdivisions; facilities ofy youor Authorizeds Subdivisions; and  only beu usedbys youor Authorizeds Subdivisions. Authorized System.  and(i)itisundert thec controlo ofandr may accesst Delivered Content through an expressly waivess suchr requirement  yout totheA  includedi in, Subdivision that  rightsto:  ()A Authorized Usersf forp performancec ofp publicr responsibilitieso ofy youor Authorized Subdivisions thata aret tobep performede entirely within (i) Project Participants undert thes supervision ofA Authorized Users forp performance oftasksorp preparation of materials jpg copies) of Delivered Content solely forf fulfilling public responsibilities ofy youd or Authorized Subdivisions to be using only hardo copies (or (ir)individual membersoft the public, buto onlyt through Authorized Usersa ands solely fort the purpose ofi individual properties or structures (butn notb bulko orders ofr multiple properties or structures)t tot thei ofmaking! individual hardo members copies oft orj jpg copies ofi fimages  facilities  performed entirely within thep publicr requesting  them. Content Termsa andC Conditions.  2.2 Youn mayr notr reproduce, distribute orn maked derivative worksb basedi upont thel Delivered Contenti ins anyr medium, as 2.3 Youmay noto offera any parto ofthel Delivered Content for commercial resale or commercialr redistributioni ina 2.4 Youn mayr notd distribute ord otherwiser make: availablea any Delivered Contentt to Google ori itsa affiliates, any medium. 2.5 Youn may note exploitt theg goodwill ofF Pictometry, includingi itst trademarks, servicer marks, orl logos, withoutt eitherd directly ori indirectly. Youn may notr remove, altero or obscurec copyrightr notices or othern noticeso containedi int thel Delivered thee express writteno consento ofPictometry. 2.7 Allright, title, andi interest (including: allo copyrights, trademarksa ando otheri intellectualp property rights)i Content. inl Delivered Contenti ina all orit itsthird partys suppliers. Neithery youn nora any usersofthel Delivered Content acquire any proprietary interesti inthel Delivered Content, medial ora belongt tol Pictometry 3.1 Geographic Data. Ifavailable, youa agreet top providet tol Pictometry geographic datai ini industry standardf format shape, to, digitale elevationr models, streetc centerliner maps, tax parcelr mapsa andcentroids, which data, tothee extentp practicable, (e.g, shall DBF) including, butr notl limited Content. Youa agreet thata anyo ofthis datat thati iso ownedb by, your may bec distributed andr modifiedb by Pictometry 3.2 Notification. Yous shall (a)notify Pictometryi in writing ofanyo claims or proceedingsi involvinga any leam ofthec claim orp proceeding, and (b)r report promptlyt toP Pictometry allo claimed or suspected defectsi ofthel inl Delivered Delivered Content. Content ten(10) days aftery you 3.3 Authorized User Compliance. Yous shalla at all times be responsible for compliance by each Authorized User witht Delivered 3.4 Authorizeds Subdivision Compliance. Yous shalla atallti times ber responsible forc compliance by each Authorizeds 3.5 Project! Participants. Eachr noticet tol Pictometry identifyinga potential Project Participant shalli includea detailed description ofthes Project Participants' planned work andt thei intended use oft thel Delivered Content ins suchy work. Pictometry retainst DeliveredC Content by any Project! Participant whoo doesn noto comply witht thet termso oftheI Delivered Content Termsa and ther Conditions. rightt restricto or revoke accesst to Term. Thel license granted toy youi int thel Delivered Content Terms and Conditions isp perpetual, subject tol eventy youd don not payi infi full thel Feess specifiede elsewherei inthe Agreement, the Agreement ist terminated Pictometry' rightt to terminatet the license int the 4.2 EffectofT Termination. Upont termination oft the licenseg grantedt toy youi int thel Delivered Content Termsa and Conditions, shalli ofthe Delivered Content, promptly purgea allo copieso ofthel Delivered Contentf from ally workstations ands serverso on which yous immediately ceasea alluse attheti time, andn return! hardo drive/mediac containingl Delivered Contentt toF Pictometry. 5.1 Useo ofPictometry's) Marks. Youagreen nottoattach: anya additional trademarks, traden names, logos or designationst toa any Delivered Contento or toany copies  excepta expressly permittedi inthel Delivered  exceptt theli limitedu user rightsg granted! herein. 3. OBLIGATIONS OFC CUSTOMER  any copies thereof,  beii incorporatedi intot thel Delivered as part ofit its products ands services, provided within thel Subdivisiony witht thel DeliveredContent" Terms  thata at not times shall Pictometrys claimo ownership oft thatd data.  Conditions. ando Conditions.  Content Terms and to scope andn nature ofthe  LICENSEI DURATION; EFFECT OF1 TERMINATION byl Pictometry, ora aso otherwisep providedi int theA Agreement.  for anyr reasono othert thana breach ofthe Agreement  any ofitmayb bes storedo ora available  5.T TRADEMARKS; CONFIDENTIALITY  Page9of21  LeeCounty, NC- C30812502: 2022-10-11  C-0001-202009108    ofar any Delivered Content without prior written approval from Pictometry. Your may, however, include an appropriate informations sol longa as the seala and contacti information inr no way obscure or deface the Pictometry marks. You further government seal andy your contact Pictometryt trademark, trader name, logo, ord designationi inc connection witha any producto ors service othert thant thel Delivered Content. agree thaty you will not usea any touse Pictometry' strademarks, trader name, logos, andd designations are coterminous witht thel licenseg granted toy int the Delivered Yourr nonexclusive right Confidentiality ofDeliveredC Content." Thel Delivered Content consists ofc commercially valuable, proprietary products youir development ofv whichr reflect ani investment of considerablet time, effort, andr money. The Delivered Content is treated ownedby containss substantialt trades secretso ofl Pictometry. Youa agreet thaty youy willn notd disclose, providea copy of, or disseminate by Delivered Pictometry as confidential and expressly permittedi int the[ DeliveredC Content Termsa and Conditions)or: any partt thereoft toa anyp personi ina mannero or thel licenseg grantedtoyouinthel DeliveredContent? Termsa andConditions. Youagreet tousey yourb best efforts toa anyr assure fora any purposei inconsistent witht the access tot the Delivered Content, protect the Delivered Content against unauthorized use, disclosure, 6.1 Limited Warranties; Exclusivel Remedy. Pictometry warrantst thatt thel Delivered Content willo containt true and usable copies oft the date of capture. As the solea ande exclusive remedy for any breach oft thet foregoing warranty, Pictometry shall user reasonable ofthe designatedi imagery as 6.2 DisclaimerofOther' Warranties. Exceptasp providedins Section6.1, above, THEI DELIVEREDCONTENTI ISI PROVIDEDTOYOU'ASI ALL FAULTS." PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IS" AND"WITH STATUTORY. ALLI IMPLIEDV WARRANTIES, INCLUDINGI BUTI NOTI LIMITED TO WARRANTIES OF PERFORMANCE FITNESSI FORA AI PARTICULARI PURPOSE, AND ACCURACY, AREE HEREBY DISCLAIMED. ANDEXCLUDEDBY PICTOMETRY. MERCHANTABILITY, Limitationo ofLiability. Withr respectt toa anyo other claimst thaty youn may havec or asserta against! Pictometry ona anyr matter relating tot thel Delivered Content, totall liability ofl Pictometry shall, int thea aggregate, bel limitedt tothea aggregate amountr received by Pictometry inp payment for Delivered Content the  Pictometry, Content Terms. thed design and Content (othert thana as andt thata access to the efforts to correct any IMPLIED, OR duringt the its excludingi  thaty your dissemination, personnel, anda any others afforded  Delivered Contenta ande each partt thereofy willbes strictlyl limited. LIMITEDWARRANTY! DISCLAIMER OF WARRANTIES  copying, and  deficiency thatp precludes useo oftheI DeliveredContenti inther manneri intended.  immediately preceding twenty- -four (24)n month period. . MISCELLANEOUS! PROVISIONS 7.1 Restricted Rights. [NOT APPLICABLE) conflictsofl lawp principles.  Governing Law. ThisL License Agreements shallbeg govemedby andi interpretedi ina accordancey witht thel laws ofthe State ofNew York,  [ENDOFI DELIVEREDCONTENT TERMS ANDCONDITIONS  Pagel 10of21  Lee County, NC- C308125022 2022-10-11  C-0001-20200910.8    SECTIONB  LICENSETERMS  PICTOMETRY ONLINE: SERVICES GENERALTERMS, ANDO CONDITIONS  Thesel Pictometry Online Services General Terms and Conditions( (the" "General Terms andC Conditions"), inc combination witht providedby Pictometry International Corp. andi itsa affiliatedo companies (collectively, "Pictometry"). Thet  ifany, collectively constitutet thel licensea agreement (the" License Agreement" thatg governs your use ofthe Pictometry onlines thec corresponding Pictometry orderf form, images availablei int the Online Services, anda alla associatedr metadata andd datal layersi includedi in, providedy with, or derived fromt services (the" "Online Services-"),the thei individual, entity (e.g, corporation, limited! liability company, partnership, solep proprietor, etc.) )org government terms" you" agency and" enteringi your" inu intot uppercase thel License or lowercase shalln mean  thosei images (he" "Licensed Content")  Agreement. obtained or derivedf fromt the andt permitted copies thereof may  GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP 1.1 Youa are granteda anonexclusive, nontransferable, limited rightt toa accessa andu uset the0 Online Services andt thel Licensed Content Online Servicess solely fory your internal business purposes andn notf forr resale orr redistribution." Ther forthb below ando ont the Order Form, ther rightt tocopy limitedp portionso ofthel Licensed Contento ontoy rights your computer grantedt toy tof youi facilitatep include, subjectt tother restrictionss set work productr records, andt ther rightt tomakeh hardcopies ofthel Licensed Content, providedt thatt thel Licensed Contenta the preparation ofhardcopies: and notbes sold,1 leased, loaned, distributed, ord copied foru use by anyone othert thany you. 1.2 Youn may notn maket the Online Services availablet toanyo otherp party. 1.3 Youmay not copy theL Licensed Contento orp portionst thereof ontoa any computer ors storage device orr mediaf for more databasesc ofthato contentf foru useir ins substitutionf fors subsequenta access tot thec contentt throught the Online Services. thep purpose ofcreating orr maintaining onec or 14 Youn may noto distributeo or otherwiser makea availablea anyl Licensed Contentt to Googlec ori itsa affiliates, 5 Youn mayr note exploitt theg goodwill ofPictometry, includingi itst trademarks, servicer marks, orl logos, withoutt either directly the ori indirectly. writtend consento Youn mayn notn remove, altero or obscurec copyrightr notices or othern noticeso containedi inthel Licensed 1.7 Youn may noto offer any parto ofthe Onlines Serviceso or thel Licensed Content forc commercial resalec ord Content. commercial redistributioni ina Youn mayr not uset the Online Serviceso ort theL Licensed Contentt toc compete witha any businesses of .9 Your mayr not usei informationi includedi int the Online Servicesort thel Licensed Contentt to determine Pictometry. ani individual consumer's insurance for personal, family, orh household purposes; (b) employment; or (c)ag governmentl license orb benefit. 1.10 Your may nota access the Online Services vian mechanical, programmatic, robotic, scriptedo or anyo other automatedi means. Unless otherwise Pictometryi inv writing, usec ofthe Online Servicesi isp permitted only vian manually 1.11 Allright, title, andi interest (includinga allc copyrights, trademarks ando otheri intellectual property rights)i int the medial belongt toF Pictometry ori itst thirdp party suppliers. Neithery your nor any users oft the Online Services ort thel Online Licensed Services Contenta andt thel Licensed Contenti in all interesti int theC Onlines Services, theL Licensed Content, ora any copiest thereof, exceptt thel limitedu user rights granted! herein. 2.1 Onlys you, youre employees, andt temporary orc contracte employees dedicated top performing worke exclusively fory you (each, an" collectively, the" Eligible Users") )aree eligiblet toa access and uset the Online Services andt thel Licensed Content pursuant tot the License "Eligiblel User" and Eligible Usert tobep provided: accesst tothe Online Services shallb bea assigneda unique login/password "Pictometry Credential" Online Services. Youa agreet thate each Pictometry Credentials shallo only beu used byt the Eligible Usert to whomi itwas originally )forp purposes ofa accessing the Credentials mayr notbes sharedy with, or usedb by, anyo other person,i including other Eligible Users. Youy will promptly deactivatea assigned an and thatP Pictometry Pictometry Credentiali int thee eventt theE Eligible Userr nol longerr meetst the eligibility requirementsory youo otherwise tot access tot the Online Services. Youa arer responsiblef for allu usec ofthe Online Services accessedy with Pictometry Credentialsi wisht terminate issued toy theE Eligible User's including associatedo charges, whether byE Eligible Userso or others. Youy willu use reasonable commerciale efforts toprevent unauthorizedi yourE Eligible Users, Credentialsa assigned toy your Eligiblel Usersa andy willp promptly deactivate any Pictometry Credentials yous suspect arel lost, stolen, usec of Pictometry 2.2 TheOnlines Services, theL Licensed Content, andf featuresa andf functionality withint the Online Servicest mayb bee enhanced, addedt to, compromised, withdrawn, or misused. 2.3 Youa area awarea andu understandt thata anyu user datac collected or stored by the Online Servicest may bea accessedby USI lawe enforcement PATRIOT Act. Youh hereby release, anda agreet tol hold Pictometry harmless from, allo claims against! Pictometry withr respectt tos such access. agencies undert the US 3.1 TheC Onlines Servicesa andt thel Licensed Content arep provided forv visualizationp purposes only, aren not authoritativeor definitive, andd donoto 3.2 TheOnlines Servicesa and thel Licensed Content arer nott tob ben reliedu upont top precisely locate or determine ofap professionals survey where the accuracy ofn measurements, distance, height, angle, area andv volume, may property haves boundaries ands not be usedi inlieu 3.3 Alln measurements andn reports generatedbyt the Online Serviceso or fromt thel Licensed Contenta arel based datati thatd don notp providea authoritative or definitiver measurement resultss suitable for professional 3.4 Contouri informationo obtainedf fromt the Online Serviceso or containedi intl thel Licensed Contenti is generated engineering from or surveying purposes. elevation informational purposes only, andis isnots suitablef foru usea astheb basisf for hydrographicc computations, 3.5 While the Online Servicesa andt thel Licensed Content may bec consideredi usefuls supplements forl life estimations criticala applications, or analyses. tos supports sucha applicationsa andP Pictometry andi itst thirdp party suppliers ofthe Online Servicesa andt thel LicensedContent they arer notd designedorn maintained 3.6 Yourn reliance ont the Online Servicesa andti theL Licensed Content should only be undertaken aftera ani independent review 3.7 Pictometry ande eacht thirdp partys supplier ofany portiono oft the Online Serviceso ort theL Licensed Contenta assumer nor 3.8 Pictometry ande eacht thirdp partys supplier ofa any portiono oft the Online Services ort thel Licensed Contenth hereby disclaim all expensesa arisingf fromo ori inanyy wayr related toti the: accuracy or availability ofthe Online Servicesa andt 3.9 Bya acceptingt these General Termsa andConditions orby usingt the Online Serviceso or thel Licensed Content, thel Licensed youv waivea Content. any: anda allr against Pictometry, eacht third partys supplier ofany portion oft the Online Services ort thel Licensed Content, ande each oftheird rights your may! have employees, arising outo ofu useo oforn reliance upont the Online Serviceso or thel Licensed Content.  express  of Pictometry. anyr medium. eligibility for (a)credito or Thet term" "consumer" isdefinedi int the United andr retrieval acquire any proprietary Agreement. Each Eligible User's  States FairC CreditF Reporting Actat 15USC $1681.  discrete, human-i initiatedi individual searcha agreedb by  activities. ACCESST TOSERVICES  changedby Pictometry without notice.  oro otherwise constitute should significant consequences. upons secondo orderv visualization: andr measurement undersamplede data, is providedi for hereby disclaim alll liability for oftheira accuracy, completeness, responsibility for any consequences liability for damages, claims and directors, officers, membersa and C-0001-20200910.8  DISCLAIMERS  professional engineeringo or surveyings services.  damages claims ande expenses arising froms suchu use. efficacy, timelinessa anda adequacyf fory youri intendedp purpose. resulting fromt theu useo oft the Onlines Services or theL Licensed Content.  LIMITEDV WARRANTY Pagel 11of21  Lee County, NC- C308125022 2022-10-11    4.1 Pictometry represents andy warrantst thatit ithast ther righta anda authority tor maket the Online Services andt thel Licensed Eligiblel Users asa authorizede expressly by thisI License Agreement. 4.2 EXCEPT ASOTHERWISEI PROVIDEDI INS SECTION4.1,7 THE ONLI INE SERVICES  Contenta availablet toy yous andy your  "ASA AVAILA ABLE" BASIS ANDI PICT TOMETRY ANDE EACHT THIRDPARTY SUPPLIEROFI ANDLICENSEDCONTNT, AREI PROVIDEDON/ AN" "ASIS", OTHER WARRANTIES, INCLUDING1 THE WARRANTIESOF MERCHANTABILITY, ANDFITNESSI LICENSEDCONTENTI FORA APARTICULARI EXPRESSLY PURPOSE. DISCLAIM ALL Licensed Content, (c)your ora an! Eligible User's suse ofthe Onlines Servicesort theL Licensed interruption Content, ofthe thel Online Services ora any featurest thereofo forthe connectiony with the Online Servicesort thel LicensedC Content, (e)thed content, accuracy, or completeness (d)t oft thel losso ord corruptiono of fany datac or equipmenti in youn receiveda assistancei intheu use ofthe Online Servicef froma aCovered Party, (f)any or inp Licensed Content, allr regardless of whether Covered Party, or( (g)any contentr retrieved fromt the Internete eveni ifretrieved or delay failurei performance beyondt ther reasonablec control ofa supplier ofanyl Licensed Content,t third partya alliance entity, theira affiliates, anda anyo officer, director, or assigno of Pictometry; and (b)each thirdp party anyt thirdp partys suppliero ofanyl LicensedC Contento ort thirdp partya alliance entity andt theira affiliates. employee, subcontractor, agent, successor, or assignof THE COVEREDPARTIESI INC CONNECTION WITH ANY CLAIM ARISINGOUT NOCIRCUMSTANCESI OF ORF RELATING TO1 WILL THE THE ONLINE AGGREGATEI LIABILITYOF YOUI PAIDI FOR1 THEC ONLINES SERVICES IN THET TWELVE MONTHE PERIODI YOUR ACTUAL DIRECT DAMAGES OR1 THE AMOUNT YOUR RIGHT TOMONETARYI DAMAGES INT THAT AMOUNT SHALLI BEI INLIEUOF/ IMMEDIATELYI ALLO PRECEDING THEI DATE THEC CLAIM AROSE. ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGESOF ANYE KINDI COVEREDP PARTIES WILL BEL LIABLEFOR LIMITATION, ATTORNEYS FEES)INA ANY WAYI DUE1 TO, RESULTINGI FROM, OR ARISING WHATSOEVER (INCLUDING, WITH WITHOUT SERVICES, THEL LICENSEDCONTENT OR1 THEF FAILUREOF ANY COVEREDE PARTY TOI PERFORMI INC CONNECTION THE ONLI LINE INFRINGEMENT OF INTELLECTUAL PROPERTY ORN MISAPROPRATINOFI PROPRIETARY OR YOUR (AND) YOURI ELIGIBLE EU USERS) harmless againstp proceedingso or damages ofa any kindord description! based onathird party's sclaimo ofp either defend or settle anya actiona andh holdy you the Online Servicesa andt thel Licensed Contenty wasi ina accordance witht thisl License Agreement; asserted (i)thec againsty youb bys sucht thirdp party provided: ()all use of causedbyy youn modifying or combining the Onlines Servicesort thel LicensedContent witho or intoo other claim, cause ofa action or infringement wasn not approvedby Pictometry; (in)y youg give Pictometry promptr notice ofsuch claim; and (iv)you givel Pictometry products, ther applications, imagesor datan not become, thes subject ofaclaim ofi infringement, Pictometry may, ati its optiona ande expense, either: become, (procure int the opiniono ofP Pictometry arel likely to Onlines Services ort thel Licensed Content, (i)n replace or modify the Online Serviceso or thel Licensed Contents fory yout the right to continue usingt the terminatet thel License Agreement onn noticet toy youa andg granty youa apro-ratar refund ord credit( (whicheveri isa soth thatt they for become non-infringing; or( (in) (c)Thep provisions ofSections 5.5(a)a and (b)s shallo constitutey yours solea ande exclusive remedyf fort ther respective matters specifiedt therein. 6.1 Thet termsa andc conditions ofthisl License Agreement may bec changedi fromt timet totimei immediately notice License Agreement, suchc changes will: (a)only bea applied prospectively; and(b)notb be specifically directeda uponr toy you. Ifany changes are madet tothis applyt toa alls similarly situated Pictometry customers usingt the Online Services. Your mayt terminate thisl againsty youory your Eligible Users! but will Pictometryi ifany changet tot thet terms and conditions ofthisl License Agreementi is unacceptablet toy License Agreement upon writtenr noticeto 6.1,V writtenn notice ofte terminationn must bep providedt to Pictometry withins 90 daysoft thee effective datec you. ofthec Fort terminationt tol be effective under this Section followingt the effective datec ofa anyo change constitutes acceptanceo ofthec change, but doesr above, thisl License Agreementr mayr notb bes supplemented, modifiedoro otherwise revised unlesss nota affectt signedb by foregoingt authorized terminationi right. Except as provided Furthermore, thisl License Agreementn mayr notb bes supplemented, modifiedord otherwiser revisedb by emaile dulya ors signaturel lineb bearings signature-likef font. Thef foregoing doesn not prohibitt thee execution ofelectronic exchange, eveni ifthee email contains aprinted name representatives ofbothp parties, provideds suchs signaturesi include digital certifications ora are otherwise contracts bearing electronic signatures ofa authorized Inthee evento ofabreacho ofthisL License Agreement! by you, any! Eligible User ors someone using the Pictometry authenticated. mayt temporarily suspendo ord discontinuey providinga accesst tot the Online Servicest ora alll 6.3 Alln noticesa ando othero communicationsl hereunders shallb beir in writing or displayed electronically inthe Online deemedt toh haveb beenp properly giveno ont thec date depositedi inther mail, ifmailed; ont the thed date received, ifdeliveredi inany othern manner. Legal noticest to Pictometry should datef be sentt firstn toF available, ifdisplayedi inthe Online Services; oron 6.4 orbec Thef failure ofy you, Pictometry, oranyt thirdp partys supplier ofthe Online Serviceso ora anyl Licensed Content construeda asay waiver ofs suchp provision or ofther right toenforcei 6.5 Neithery your nora any! Eligible Userr may assigno or otherwiset transfery your itatal rightsord latert delegatey time. writtend consento ofPictometry. Anya attemptb by, youora any! Eligible Usert toa assign, transfer your or Agreement without Pictometry' sconsents shallb bes void,a ands shalla alsov voidt thel limitedl licenseg delegatey grantedt yourr rights by or obligations undert thisLi icense Agreement anda any amendment theretos shallb beb bindingo on, andv willi inuret tot 6.6 Thisl License Agreements shall beg governedb by andi interpretedi ina accordance witht theb benefito thel laws ofthep ofthe parties Statec of andt theirr respective successors andp permitted assigns. Unlessy youa areag govemment entity, inthee eventt thata any! legal proceedings are commencedy withr respectt toa New) York, excludingi its conflicts oflawp principles. thep partiess specificallyo consenta anda agreet thatt the courts oft thes Stateo of! New York or, inthea alternative, theF Federal any mattera Courts arising locatedi undert inthes thisl State License of New Agreement, York  LIMITATION OFI LIABILITY  5.1 NoCovered Party (as definedb below)s shall bel liablef fora anyl loss, injury, claim, liability, or damage ofany kindr 5.2 "Covered Party" means (a) Pictometry anda anyo officer, director, employee, subcontractor, linkedtof agent, fromy withint successor, the Online Services.  fromt thec Online Serviceso or thel Licensed Content, (b)theu unavailability ori  resultingi ina any wayf from (a)any errorsi inor  5.3 TOT THEF FULLESTE EXTENTI PERMISSIBLE! BY. APPLICABLELAW, UNDERI LICENSEDCONTENT ORT THIS LICENSE AGREEMENTI EXCEED1 THEI LESSER OF 5.4 TOT THEI FULLESTEXTENT PERMISSIBLE BY APPLICABLELAW, NEITHER YOUNORT THEC LIMITATIONOFI LIABILITY SHALLI NOT APPLY TOAPARTY'SI INDEMNITY OBLI IGATIONS (a)Iftherei isal breacho ofthev warranty ins Section4 4.1a above, then Pictometry, atitso option ande expense, shalle trades secreti infringementr related tou use oft the Online Serviceso or theL Licensed Content, investigation, defense ands settlemento ofs sucho claim. You, at Pictometry' sexpense, shallr reasonably (b)Ina additiont tos Section5 5.5(a), ifthe Online Services, thec operationt thereofo or thel Licensed Content  SERVICES OR1 THE  AGAINST ANY COVEREDPARTY. THIRDPARTY: SUPPLIERS. 5.5 Notwithstanding: anythingt tothec contrary int thiss Section5:  OTHER REMEDIES WHICH YOUI MAY HAVE  ITSC OBLIGATIONS. THE FOREGOING DATAI BELONGING TOF PICTOMETRY ORI ITS patent, trademark, servicer mark, copyrightor rightt toc controla andd direct the cooperate with! Pictometry inconnectiony witht the applicable)f any pre-paidf feesorf fixed  foregoing. charges.. MISCELLANEOUS  ori  thef change. Continued useo oft the Online Services  representatives ofbothp parties. Credential ofan Eligible User, Pictometry made Servicesb by Pictometry. Notices shall be Pictometry, Attn: General Counsel, 251 Methodist Hill toenforce any provision hereofs shallr notc constitute undert thisl License Agreement without thep prior toyoub thisl License Agreement. Thisl License  otherl legalr remediesa availablet toit. Drive, Rochester, New York 14623.  toany Eligiblet Users withoutn notice: andP Pictometry may pursue any  duties  Pagel 12of21  LeeC County, NC- C30812502: 2022-10-11  C-0001-20200910.8    shall! havec exclusivej jurisdictiono over eacho ofthep parties ando overt thes subjecti matter ofanys suchp proceedings, andt thatt the venue ofany such action County, New) York ort theU.S. District Courtf fort the Westem Districto of New York, as applicable. 6.7 Thisl License Agreement willb be enforcedt tothef fulleste extent permittedb bya applicablel law. Ifany provision ofthisl License Agreementi isheldt tobei invalidor unenforceablet toa anye extent, then( (a)s suchp provision willb bei interpreted, construeda andr reformedt tot thec extent reasonably requiredt tor renderi itvalid, enforceablea andc consistent withi its originali intenta and( (b)s suchi invalidity or unenforceability willr nota affect any othery provisiono oft 6.8 Wherea applicable, eacha affiliatedo company of Pictometry ande eacht thirdp party supplier ofthe Online Services or anyl Licensed Contenth fthisL hast License ther rightt Agreement. to assert ande enforcet thep provisions oft thisl License Agreemento directly oni its ownb behalfa asat third party! beneficiary. 6.9 Inthee evento ofabreacho ofy youro obligations under thisl License Agreemento ory yourp payment obligations withr respectt to access tot the Online Services or the Licensed Content, youa agree topay all ofPictometry's costso ofe enforcement: ando collection, including court costsa andr reasonable attomeys' fees. 6.10 Thisl LicenseA Agreement constitutest thec entire agreement ofthep parties withr respectt toi its subjectn mattera andr replacesa ands supersedes any writtenor verbald communications, representations, proposals or quotations relatingt tot thats subject matter.  inN Monroe  shallbe  prior  [ENDO OF ONLINE SERVICESGENERAL TERMS AND CONDITIONSI  Pagel 13of21  Lee County, NC- C30812502: 2022-10-11  C-0001-202009108    SECTION: B  LICENSE TERMS  PICTOMETRY WEB VISUALIZATION OFFERING  TERMS ANDCONDITIONS  These Pictometry Web Visualization Offering Termsa and Conditions (the" "WVOT Terms and Conditions" "),inc combination witht the corresponding/ Pictometry order form, ifany, collectivelyo constitutet the licensea agreement (the" WVOLicense Agreement") that governsy your use of Pictometry weby visualization offerings "WVO Services"), thei magesa availablei int the wvos Services, anda alla associated metadata andd datal layersi includedi in, provided with, ord derived from thosei (the" (the "WVO Licensed Content") providedby Pictometryl International Corp. andi itsa affiliated companies (collectively, "Pictometry"). Thet terms" "you" and" "your" images inu lowercases shalln meant thei individual, entity (e.g, corporation, limitedl liability company, partnership, solep proprietor, etc.)org govemment agency enteringi uppercase the WVO 1.1 Youa are granteda anonexclusive, nontransferable, limitedi rightt tou usea andtop providey publica accesst to, andi usec of,t the WVos Services solely for purposes of providinga access to WVOLicensed Contenti inr responset toh human-i initiated, discretel location-specifici requestst througha asingle webs sited operated exclusively byorf fory youto tos servey youa andy yourp public constituencies: andn not forr resale orr redistribution or commercial use ofa any nature. 1.2 Youn may noto copy orr retainc copies oftheV WVOLicensed Contento obtainedt through thev wvos Services or portions thereof ontoa any computer or storage deviceo orr mediaf fort thep purposed ofc creating orr maintaining one or mored databases oft thato content for useir ins substitution fors subsequent access tot thec content throught the wvos Serviceso ora anyo other Pictometry Services, nors willy youra authorize or permita any usero ofthe wvos Servicest toc doso. 1.3 Youn may note exploitt theg goodwill ofPictometry, includingi itst trademarks, servicer marks, orl logos withoutt thee express writteno consento ofP Pictometry. Youn mayr notn remove, altero or obscure copyrightr noticeso or other notices containedi int the WVOL Licensed Content. 5 Youm mayr noto offera any parto ofthe Wvos Services ort the WVOLi Licensed Contentf foro commercial resale or commercial redistributioni ina any medium. 1.6 Allri right, title, andi interest (including: allo copyrights, trademarks ando otheri intellectual property rights) int the wvos Servicesa andt the WVOI Licensed Content inalln medial belong to Pictometry ori itst thirdp partys suppliers. Neither youn nora any users ofthe wvos Services ort theV WVOL Licensed Content acquire any proprietaryi interesti int the wvoServices, thev WVOLicensed Content, ora anyo copiest thereof, except thel limitedu user rights grantedl herein. 2.1 Yous shallp providet toalle end-userso ofthe wvos Serviceso ont thep paget throughy whicht they access suchs services conspicuous notice ofthet followingt terms of access: (a)v WVOI Licensed Contenta availablet throught the WVOiscopyrightedr material, (b)end-users oft the wvos Services areg grantedt ther rightt toa access andy view the WVOL Licensed Contentt throught the wvos Servicesf for personal use onlya andn not forc commercial purposes ofa anyt type, (c)end- users of the wVoServicesa are prohibited fromr reproducing, reselling, transferring, redistributing or creating derivative works from WVoLicenedContemt, (d)all right, title, andi interest (including: all copyrights,t trademarksa ando otheri intellectual property rights)i int the WVO: Services andt the WVOL Licensed medial belongt toP Pictometry ori itst thirdp party suppliers, and( (e)1 THE WVOSERVICES AND WVOLICINSEDCONTENT ARE PROVIDEDON, in ASI IS", "ASA AVAILABLE"I BASIS ANDE PICTOMETRY ANDE EACHT THIRDPARTY SUPPLI IER OF WVOLCENSEDCONTIENTI EXPRESSLY AN DISCLAIM ALLO OTHER WARRANTIES, INCLUDING THE WARRANTIES OFI MERCHANTABILITY, ANDI FITNESSI FORA Al PARTICULAR 2.2 TheV wvoServices, thev WVOLicensed Content, andf featuresa andf functionality withint the WvOServices may bee enhanced, addedt to, withdrawn, or 2.3 Youarea awarea andu understandt thata any userc datac collectedors stored by theV wvos Servicest mayl be accessedb by USI lawe enforcement agencies undert the US PATRIOT Act. Youl hereby release, anda agreet toholdP Pictometryl harmlessf from, allo claims against Pictometry withr respectt tos sucha access. 3.1 TheV wvoServices: andti the WVOL Licensed Content arep provided fory visualization purposes only, are nota authoritativec or definitive, andd dor noto constitute 3.2 The wvos Services andt the WVOL Licensed Contenta arer nott toben reliedu upont top precisely locate or determine property boundaries ands should notb beu usedi in lieuo ofaprofessionals survey wheret the: accuracy ofr measurements, distance, height, angle, areaa andy volume, may haves significant consequences. 3.3 Alln measurements andr reports generatedbyt theV WVos Serviceso orf fromt the WVOLicensed Content areb based upons second ordery visualizationa and measurement datat thatd don notp providea authoritative or definitiver measurementr resultss suitable forp professional engineering ors surveying purposes. 3.4 Contouri information obtained fromt theV wvos Serviceso ord containedi int theV WVOLitemedComtemt: isg generated from undersamplede elevation data, is providedi fori informational purposes only, andi isnots suitablef foru usea astheb basis forh hydrographic computations, estimations or analyses. 3.5 Whilet thev WvOServices: andt the WVOLicensed Content mayb bec considered useful supplements for lifec criticala applications, they arer notd designedor maintainedt tos supports sucha applicationsa andP Pictometry andi itst third partys suppliers oft the wvo: Services andt the WVOLicensed Content! hereby disclaim 3.6 Yourn reliance ont thev wvos Servicesa andt the WVOLicensed Content shouldo only be undertakena after ani independent review oftheira accuracy, completeness, 3.7 Pictometry ande eacht thirdp partys supplier ofany portiono oftheV wvos Serviceso ort thev WVOLicensed Content assumer nor responsibility fora any consequences 3.8 Pictometry ande eacht thirdp partys supplier ofany portiono ofthe wvoServices ort the WVoLicensed Content! hereby disclaim alll liability ford ande expensesa arisingf ori inanyy way relatedt tot thea accuracy ora availability ofthe wvos Servicesa andt the WVOLicensed Content. 3.9 Bya acceptingt these WVOT Terms andC Conditions orbyu usingt the wVos Servicesort the WVOLicensed Content,) yous waive any anda against Pictometry, thirdp partys supplier ofany portiono oft the WvoServices or the WVOLicensed Content, ande each oftheird directors, officers, members ande employees, arisingo outo ofu useo oforr reliance upont the wvoServices or the WVOLicensed Content. 4.1 Pictometry representsa andy warrantst thatii ithast ther righta anda authority ton maket the WvoServices: andt the WVOLicensed Content availablet toy youas EXCEPT ASOTHERWISE PROVIDEDI INS SECTION4 4.1,1 THE wvos SERVICES ANDI WVOLACENSEDCONTENT AREE PROVIDEDON, AN" IS"," AVAILA ABLE" BASIS ANDI PICT TOMETRY ANDEACH1 THIRDE PARTY SUPPLIERC OF WVOLICENSEDCONTENT EXPRESSLY DISCLAIMA ALLOTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY ANDFITNESS FOR AI PARTICULAR 5.1 NoCovered Party (asd defined below)s shall bel liablef fora anyl loss,i injury, claim, liability, or damage ofany) kindr resulting ina any way from (a)any omissionsf fromt the wvos Serviceso ort thev WvOLicensed Content, (b)theu unavailability ori interruptiono ofthe wvos Servicesora anyf featurest thereofor errorsi inor WVOLicensed Content, (c)youro or anyo other party's suse ofthe WVos Services ort the WVOLicensed Content, (d)thel losso or corruptiono ofa anyd dataor the equipmenti inc connection witht the wVos Servicesort theV WVOLicensed Content, (e)the content, accuracy, or completeness oft the WVOLicensed Content,  or intot  License Agreement.  1. GRANT OFF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP  2. TERMSOF ACCESS1 TOWVOSERVICES  alln PURPOSE. DISCLAIMERS  Content  otherwisec changedby Pictometry without notice. professional engineering ors surveying services.  alll liability ford damages, claims ande expenses arisingf froms such use. efficacy, timelinessa anda adequacy fory youri intendedp purpose. resulting fromt theu useo oft thev WVoS Serviceso ort theV WVOL Licensed Content.  claims damages, your may have allrightsy  from eacht  LIMITED WARRANTY "AS PURPOSE. LIMITATION OFI LIABILITY  authorizede expressly byt this WVOLicense/ Agreement.  "AS  Page 14of21  LeeC County, NC- C30812502: 2022-10-11  C-0001-2020910.8    alln regardless ofany assistancer receivedi int the use ofthe wVos Servicef froma aCovered Party, ()any delay or failurei inp performance beyondt the reasonable control ofaCovered Party, or( (g)any contentr retrievedi fromt thel Internete eveni ifretrievedorl linked tof fromy withint the wvos Services. 5.2 "Covered Party" means (a) Pictometry, itsa affiliatesa anda anyo officer, director, employee, subcontractor, agent, successor, ora assign ofl Pictometry orit its affiliates; and (b)eacht thirdp partys suppliero ofany WVOLicensed Content, thirdp party alliancee entity, theira affiliates, anda anyo officer, director, employee, subcontractor, agent,s successor, or assigno ofanyt thirdp partys suppliero ofa fany WVOLi Licensed Content ort thirdp party alliance entity andt theira affiliates. 5.3 TOT THEI FULLESTE EXTENTI PERMISSIBLEE BY APPLICABLELAW, UNDERI NOCIRCUMSTANCES WILL THEA AGGREGATEI LIABILITY OF THE COVEREDPARTIESI INO CONNECTION WITHA ANYO CLAIM ARISINGOUTOF ORF RELATING1 TOT THE WVOSERVICES OR THE WVO LICENSEDCONTENT ORT THIS WVOLICENSE. AGREEMENTI EXCEED1 THEI LESSERC OF YOUR. ACTUALI DIRECTI DAMAGES OR THE AMOUNTY YOUE PAIDE FOR1 THE WVOSERVICES) INT THET TWENTY-FOURI MONTHI PERIODI IMMEDIATELY PRECEDING1 THE DATE THE CLAIM AROSE. YOURI RIGHT TOMONETARYI DAMAGESI INT THAT AMOUNT SHALLE BEI INLIEUC OF ALLOTHER REMEDIES WHICH YOU 5.4 TOT THEI FULLESTI EXTENT PERMISSIBLEBY. APPLICABLELAW, NEITHER) YOUNOR THEC COVEREDE PARTIES WILLI BEI LIABLEFOR ANY SPECIAL, INDIRECT, INCIDENTAL, ORC CONSEQUENTIAL DAMAGES OF. ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES)INA ANY WAYI DUE1 TO,R RESULTINGI FROM, OR ARISINGI INC CONNECTION WITHT THE WVOSERVICES, THE WVOLICENSEDCONTENT, ORT THE FAILUREOF ANY COVEREDPARTY TOPERFORMI ITS OBLI IGATIONS. THEF FOREGOING LIMITATIONOFI LIABILITY SHALLI NOT APPLY TOAI PARTY'S INDEMNITY OBLIGATIONS OR YOUR( (OR ANY OTHER wvos SERVICES USERS') INFRINGEMENT OFI INTELLECTUAL PROPERTY ORN MISAPPROPRIATION OF PROPRIETARY DATA BELONGINGTO (a)Iftherei isabreach ofthev warrantyi ins Section4 4.1a above, thenP Pictometry, atitso optiona ande expense, shalle either defendo or settle anya actiona andH holdy you harmlessa against proceedings or damageso ofa anyk kindord description basedo ona athirdp party's sclaimo ofp patent, trademark, servicer mark, copyrightor trades secreti infringement relatedt tou usec ofthe WvOServices ort the WVOLicensed Content, asserted against yout by sucht third party provided: ()all useo ofthe wvos Servicesa and the WVoLicensed Content wasi ina accordance witht this WVOL License Agreement; (ii)thec claim, cause ofactiono or infringement wasr noto caused bys youm modifying ord combining the wvos Servicesort thev WVOI Licensed Contenty witho ori intoo other products, applications, images or datan not approvedby Pictometry; (ii)y youg givel Pictometry prompt notice ofs sucho claim; and(iv)you give! Pictometry the right toc controla andd directt thei investigation, defensea ands settlement ofs suchc claim. You, at Pictometry" sexpense, shallr reasonably cooperate with Pictometry (b)Ina additiont to Section 5(a), ifthe wvos Services, theo operationt thereofo ort the WVOLicensed Content become, or inthec opiniono ofE Pictometry are likelyt tob become, the subjectofaclaimo ofi infringement, Pictometry may, atit itso option ande expense, either: ()procure fory yout ther rightt to continue usingt the wvoServices or thev WvOLicensed Content, (ii)replace orr modifyt the WVoS Servicesort the WvOLicensed Contents sot thatt they become non-infringing, or (in)t terminatet the WVOLicense Agreement onn noticet toyoua andg granty youa pro-rata refund or credit (whichever isapplicable)f for (C)T Thej provisions ofs Sections5 5.5(a)a and (b)s shallo constitutey yours solea ande exclusiver remedy forti the respectiver matters specified therein. 6.1 Thet terms andc conditions ofthis WVOL License Agreement may bec changed fromt timet tot timei immediately uponr notice toyou. Ifany changes arer made to this WvoLicense/ Agreement, such changes will: (a)only bea appliedp prospectively; and (b)notbes specifically directeda againsty youb butv willa applyt toall similarlys situated Pictometry customers usingt the wvos Services. Youn mayt terminatet this WvOLicense Agreement upony writtenr noticet tol Pictometry if any changet toti thet terms andc conditions ofthis WVOLicense Agreementi isu unacceptablet toyou. Fort terminationt tol bee effective undert this Section6 6.1, writtenr notice oft terminationr mustb bep providedt tol Pictometry withins 90 days ofthec effective date ofthe change. Continued use ofthe wvo: Services following thee effective dateo ofanyo changec constitutes acceptance ofthec change, butd does nota affect thef foregoing termination right. Except asp provided above, this WVOLicense Agreementr may noth be supplemented, modifiedor otherwiser revised unlesss signedb by dulya authorized representatives ofboth parties. Furthermore, this WVOL License Agreementr may notbes supplemented, modified ord otherwiser revisedb by email exchange, even ifthe email contains aprintedr name ors signaturel linel bearings signature-like font. Thef foregoingo doesn notp prohibit thee executiono of electronic contracts bearing electronic signatures ofa authorizedr representatives ofbothp parties, provideds suchs signaturesi include digitalo certifications or areo otherwise authenticated. 6.2 Inthee evento ofal breacho oft this WVOLicense Agreement by youors someone usingt the WvoServices, Pictometry mayt temporarily suspendo ord discontinue providinga accesst totheV WvoServices withoutr notice: and Pictometry may pursue any otherl legalr remedies availablet toit. Alln noticesa ando otherc communicationsl hereunder shall bei iny writing. Noticess shallb bed deemedt tohaveb beenp properly givenont the datec depositedi int then mail, ifmailedoro ont the dater received, ifdeliveredi ina any otherr manner. Legal noticest to Pictometry shouldb bes sentt to Pictometry, Attn: General Counsel, 25 6.4 Thef failured ofy you, Pictometry, ora anyt thirdp party supplier ofthe wvos Services ora any WvOLicensed Content toenforce any provision hereof shall not constituteo orb bec construeda asav waivero ofs suchp provisiono or ofther rightt to enforcei itatal latert time. Youm may nota assigno or otherwiset transfery yourr rightso or delegatey your dutiesu undert this WVoLicense Agreement withoutt the prior written consent of Pictometry.. Any attemptb by yout toa assign,t transferc ord delegatey your rightsor obligations undert this WVOLicense Agreement without Pictometry' consent shallb bev void,a ands shalla alsov voidt thel limitedl license grantedt toy youbyt this WVOLicense Agreement. This WVOL License Agreement anda any amendment theretos shallb beb bindingo on, andv willi inuret tothel benefito ofthep parties andt their respectives successorsa andp permitteda assigns. This WVOLicense Agreement shall beg governedb by andir interpretedi ina accordance witht thel lawso of thes Statec ofNew) York, excluding itsc conflictso oflaw principles. Unlessy youa area govemment entity, inthee eventt thata any legal proceedings are commenced withr respect toa any matter arising under this wvo LicenseA Agreement, thep partiess specifically consenta anda agreet thatt the courts ofthes State of New York or, inthea alterative, the Federal Courts locatedi Statec ofN Yorks shallh havec exclusivej jurisdiction over eachoft the partiesa ando overt thes subjectn matter ofanys suchp proceedings, andt thatt the venuec ofa any sucha actions shall bei inN Monroe County, New Yorko ort theU.S. District Courtf fort the Western Districto of New York,a asa applicable. 6.7 This WVOI License Agreement willb bee enforcedt tothef fulleste extent permittedb by applicablel law. Ifany provisiono oft this WvOLicense Agreement isheldto beir invalido oru unenforceablet toa anye extent, then(a)suchp provisionv willb bei interpreted, construeda andr reformedt tot the extentr reasonably requiredt tor renderit valid, enforceables andc consistent withi its originali intenta and( (b)s suchi invalidity or unenforceability willn nota affect any other provision ofthis WVOLicense 6.8 Wherea applicable, eacha affiliated company ofP Pictometry ande eacht third party suppliero ofthe wvoServiceso or any WVOLicensed Content hast ther asserta ande enforcet thep provisionso ofthis WvOLicense Agreementd directly oni its own behalfa asa athirdp party beneficiary. 6.9 Inthee event ofabreacho ofy youro obligations undert this WVOLicense Agreement ory yourp payment obligations withr respectt to accesst tot the wvos Servicesor theV WVOL Licensed Content, youa agreet topaya allof Pictometry's costso ofe enforcement: andc collection, including courto costs andr reasonable attomeys' fees. 6.10 ThisV WVOLicense Agreemento constitutest thec entirea agreement ofthep parties withr respect toi itss subjectr matter andr replaces ands supersedes any written orv verbald communications, representations, proposals ord quotations relatingt to thats subject matter.  MAYI HAVEA AGAINST ANY COVEREDPARTY.  PICTOMETRY ORI ITST THIRDPARTY SUPPLIERS. Notwithstanding: anythingt tot the contraryi int this Section5:  inc connection witht thef foregoing. any pre-paidf feesorf fixedc charges.  6. MISCELLANEOUS  Methodist Hilll Drive, Rochester, New York 14623.  New Agreement.  inthe rightto prior  END OF WEB' VISUALIZATION OFFERING1 TERMSA ANDCONDITIONS)  Pagel 15of21  Leec County, NC- C30812502: 2022-10-11  C-0001-20200910.8    SECTIONB  LICENSE' TERMS  PICTOMETRY SOFTWARE LICENSE. AGREEMENT  PLEASEI READTIISSOFTWARE LICENSEA AGREEMENT CLICNSE7CAREPULIN BEFORE DOWNLOADING, INSTALLINGORI USING1 THE SOFTWARE. BY USINGTHES SOFTWARE, YOUA AGREE1 TOTHE TERMSO OF1 THISLICENSE. IFYOU DONOT AGREE TOTHE1 TERMSOF1 THIS GENERAL. Thes software( ("Pictometry! Software") )anda any writtenr materialst thata accompany thes software ("Documentation') )ina any mediac or form arel licensed, nots sold,t toyoubyF Pictometry International Corp. ("Pictometry")for usec only undert thet terms ofthisl License. Pictometry reserves allrights not expressly granted LICENSE. Subjectt tot thet terms ando conditions oft thisl License, youa are granteda alimited, non-transferable, terminable, non-sublicenseable, non-exclusivel license toi installa andu uset thel Pictometry Software andt thel Documentation (collectively, the" Proprietary Materials") solely fori internal use. Useofthet functionality providedby the! Pictometry Softwarec othert thanf fory youri internal usei is prohibited, excepty witht thep prior writtena approval of Pictometry. Youmay makec one copy oftheP Pictometry Softwarei inn machine-readablei formf forb backup purposes only; providedt thatt thel backup copy musti include: allo copyright and other proprietary noticesc containedi inthec original. Youy will not andv willn note enablec otherst tod decompile, reversee engineer, disassemble, attemptt to derive thes source codeo of, decrypt, modify, create derivative worksof, ort tamperv withord disable anys security orr monitoring features withint theP Pictometry Software. Any attemptt todosois TITLE. Thel Proprietary! Materials arec confidentiali informationo of, trades secrets of, anda arep proprietary tol Pictometry. Titlet tot the Proprietary Materialsi is andy will remaini inF Pictometry: andi itsl licensors. Alla applicable rights top patents, copyrights, trademarks, trades secrets, ando otheri intellectual property rightsi inthe Proprietary Materialsa are andv willr remaini inl Pictometry andit its licensors. Youy willr nota asserta anyr right,t titleori interesti intl thel Proprietary Materials providedtoy you undert thisl License, exceptf fort thee express licenseg grantedt toy youl hereunder. Youy willr notn removea anyo copyrightor otherp proprietary notice or legendo contained on ori includedi inany Proprietary Materialsa andy youy willr reproduce alls suchi informationo ona allo copies madel hereunder. Yous willl keep the Proprietary Materials freec of DISCLAIMERS OF WARRANTY. USEOF THEI PICTOMETRY: SOFTWARE IS/ AT YOUR SOLEE RISK. TOT THE MAXIMUMI EXTENT PERMITTED BYA APPLICABLELAW, THE PICTOMETRY SOFTWARE ISI PROVIDED"ASIS", WITH ALLFAULTS/ AND' WITHOUT WARRANTY OF ANY KIND, ANDI PICTOMETRYI HEREBY DISCLAIMS ALLI WARRANTIES WITHR RESPECT TOT THE PICTOMETRY SOFTWARE, WHETHERI EXPRESS, IMPLI IEDOR STATUTORY, INCLUDING, BUTI NOTI LIMITEDT TO, THEI IMPLI IEDI WARRANTIES OF MERCHANTABILITY, ANDOF FITNESS PURPOSE. PICTOMETRY DOES NOT WARRANT1 THAT THEI FUNCTIONS CONTAINEDI INORI PROVIDEDBY THE PICTOMETRY SOFTWARE WILL MEET YOURI REQUIREMENTS, THAT THEC OPERATIONOF THE PICTOMETRY SOFTWARE WILLE BEL UNINTERRUPTEDOR LIMITATION OFI LIABILITY. INN NOEVENTY WILL PICTOMETRYI BEI LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECTOR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUTLIMITATION DAMAGES FORI LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION ORA ANY OTHER COMMERCIAL DAMAGES ORI LOSSES ARISINGOUT OF OR RELATEDT TOY YOUR USEOR INABILITY1 TOUSE THE PICT TOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE1 THEORY OFI LIABILITY (CONTRACT, TORT ORC OTHERWISE), EVENI IFI PICTOMETRYI HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCHD DAMAGES. INI NOEVENT WILLI PICTOMETRY'S TOTALI LIABILITY TOYOUF FORA ALLI DAMAGES/OTHER: THAN ASI MAYI BEF REQUIREDBY APPLICABLELAWI INCASES INVOLVING PERSONALI INJURY)CAUSEDBY. ARISINGOUT OF ORI IN ANY WAYI RELATED1 TOT THEI PICTOMETRY SOFTWAREI EXCEED1 THE AMOUNTOF FIFTYI DOLLARS/S50.00). THEI FORECOINGLIMITATIONS WILL APPLYE EVENIF THEA ABOVESTATEDI REMEDY FAILSOF ITSI ESSENTIAL terminationo oft this License, youy willo ceasea allu useo oftheF Pictometry Software andd destroy allcopies, fullorp partial, ofthe Proprietary Materials. Upont the Restricted Rights. Pictometry Software: acquired withl Uniteds States Govemment funds ori intended for usey withino orf fora any United States federal agency is providedv with" Restricted Rights" as definedi inl DFARS 252.227-7013, Rightsi in Technical Dataa and Computer Software: andF FAR 52.227-14, Rights in entities. TheP Pictometry Softwarei is developed forg general usei inay variety ofa applications andisnot developedori intended foru usei ina anyi inherently dangerous applicationso or applications thato couldl leadt top property damage, personali injury ord death. Ifyouu uset theF Pictometry Softwarei ins sucha applications, theny youv willb ber responsible fort taking: alla appropriate fail-safe, backup, redundancy, ando otherr measurest to ensure thes safe use ofthel Pictometry Softwarei in sucha applications, includingb butn notli limitedt to,i inanyr nuclear, aviation, masst transit, public safety or medical applications. Foreign Tradel Restrictions. Thep partiesa acknowledget that certaini information, softwaret technology, accompanyi yingd documentation: andt technical informationi may bes subjectt tol United Statese exporto controll laws. Youy will notd directly ori indirectly exportorr re-exportt thel Pictometry Softwarei inv violation of Governingl Law. Thisl Licensey willb beg goveredb bya andi interpretedi ina accordance witht thel lawso ofthe Statec ofNewy York, excludingi its conflict oflaws Assignment Your mayr not assignt thisl License without! Pictometry' prior written consent. Any assignmenti iny violation ofthisl License willl be null, voida and ofnof forcea ande effect. Fora allp purposes undert thisL License, anyn merger, consolidation, spin-off, acquisition or change-in-control willb bec deemeda an Partiall Invalidity; Survival. Ifany provision ofthisl Licensei ish heldi invalid or unenforceable! by competent authority, thatp provision will be construeds soas tobeli limitedo orr reducedt tobee enforceablet tother maximume extent compatibles witht thel lawa asity willt thena appear. Thete totali invalidity or unenforceability ofany particularp provisiono oft thisL Licensev willr nota affecti itsotherp provisionsa andth thisL Licenses wilbec construedi ina allrespectsasi ifthei invalidor unenforceable  LICENSE, DON NOT DOWNLOAD, INSTALLORI USE THES SOFTWARE.  toyouint thisL License.  oft ther rightso of Pictometry andi itsli licensors.  allclaims, liensa ande encumbrances. PARTICULARI  FORA  ERROR-FREE,OR THATI DEFECTSI IN THEF PROPRIETARYI MATERIALSI WILLI BEC CORRECTED.  PURPOSE.  Thisl Licensev willt terminatea automatically withoutr notice from Pictometry ifyouf failte to comply witha anyt termo ofthisl License.  MISCELLANEOUSI PROVISIONS.  Data-General, including Alternatel III, as applicable. Pictometry mustb ber notifiedi ina  ofany license grantst tol United States federalg governmental  theE Export Administration! RegulationsoftheUs. Departmento ofCommerce.  principles. assignment.  wereo omitted. Thep provisions ofti thisl Licenset thatb by theirn nature woulds survivei itst  wills survivei indefinitely.  provision C-0001-20200910.8  Pagel 16of21  Lee County, NC- C308125022 2022-10-11    Force! Majeure. Except withr respect to Customer's paymento obligations fors services delivered, reports delivered or any ongoings subscriptionp payment obligation, eachp party willl bec excusedf fromp performancer undert this Agreement, willr notb be deemedt tobeir in breach! hereof, andv willh haver nol liability tothe other party whatsoeveri ifeitherp party isprevented fromp performing any ofits obligations! hereunder, iny whole or inp part, asare result ofal Force Majeure Event. A"Force Majeure Event" means ane evento oro occurrence beyondt thec controld ofthen nonperforming party, sucha as an act ofGodorc ofthep publice enemy, embargoor othera actofg governmenti ine eitheri itss sovereigno or contractual capacity, govemnmentr regulation, travel banorr request, courto order, civil disturbance, terrorism, war, quarantiner restriction, epidemic, virus, fire, weather, flood, accident, strike, slowdown, delayi int transportation, electrical power outage, interruptiono or degradationi inelectronicc communications: systems, inabilityt too obtain necessary labor, materials or manufacturing facilities, ando other similare events. Int thec evento ofany delay resulting froma Force! Majeure Event, anyo date ofdelivery hereunder willb bee extended fora aperiode equalt tothe Waiver. Nov waivero ofabreach ofanyt termo ofthisl License willb be effective unless inv writinga andd duly executedb byt the waiving party. Nos suchy waiver will constitutea av waivero ofa anys subsequent breach ofthes samec or anyo othert termo ofthisl License. Nof failure ont thep parto tofapartyt toexercise, andn noc delay in exercisinga any ofi itsr rights! hereunder willo operate asay waivert thereof, norw willa anys singlec orp partial exerciseb by aparty ofany right preclude any otheror futuree exerciset thereofo ort thee exerciseo ofanyo otherr right. Noc course ofdealing between thep parties willbed deemed effectivet tor modify, amendord discharge Entire Agreement; Construction. Thisl License containst thee entireu understanding ofthep parties withr respecttothes subjectr matter hereofa ands supersedes any prior orc contemporaneous understandingsr regardingt thats subjectr matter. Noa amendmentt toorr modificationofthisl License willbeb bindingu unlessi inv writing ands signedb by Pictometry. Therea arer nor representations,' warranties, ord obligations ofa any party note expressly contained! herein. Thel headingsi int thisl License  timel lostb because ofthed delay.  any parto ofthisl Licensec ort ther rightsorc obligations ofanyp partyl hereunder.  aret for convenience only. They donotc constitute ap portiono oft thisl License andy willn notbeu usedi inany constructionofit.  IENDOFS SOFTWAREI LICENSE AGREEMENTI  Pagel 17of21  LeeC County, NC- C30812502 2022-10-11  C-0001-20200910.8    SECTIONC this Agreement.  NON-STANDARDTERMS AND CONDITIONS  1.Online Services Eligible Users: Notwithstanding anythingi int the Online Services General Terms and Conditions incorporatedi in this Agreementt to thec contrary, thet terms Eligible User' and' Eligible Users' as definedi int those Online Services General Terms and Conditions shall, fort thep purposes ofthis Agreement, alsoi include each' Authorized User' ast thatt termi is definedi int thel Delivered Content Terms and Conditions ofUsei incorporated in 2.Applicablel Law: Notwithstanding anythingt tot the contrary setf forth elsewherei int this Agreement, this Agreement and any modifications, amendments or alterations shall bei interpreted, construed: and enforced in allr respectsi in accordance witht thel laws ofthe State ofNorth Carolina, excludingi itso conflicts ofl lawp principles. Eachy party irrevocably consents tot thec exclusivej jurisdiction oft the courts oft the State ofNorth Carolina in 3.1 Non-appropriation: ofF Funds. Notwithstanding: anything! herein tot thec contrary, int thee event thatt thef funds duef fors subsequent projects andr related deliverables under thet terms and conditions ofthis Agreement arer notl lawfully appropriated, thef following provisions shall apply: a. Customers shall provide Pictometry withy written documentation ofr non-appropriation off funds fromi its funding sourcep prior to commencement ofa b.T This Agreement shallr remaini inf fullf force ande effect, however commencement ofthes subsequent projects shall be deemed postponed until such time asf fundsf fort thes subsequent projecth haveb been appropriated: anda allo others sums due under the terms ando conditions of this Agreement! have been paid by Customer. Int thee eventt thatt thep postponement exceeds eighteen months, Pictometryr reservest ther rightt tot terminate: any anda allo obligations with c.I IfCustomer, ora any party authorized undert thet terms ando conditions oft this Agreement touset thel licensed products setf forthi ins Section A, isin possession ofl licensed products for which) Pictometry hasr not beenf fully compensated: in accordance witht thep payment terms oft this Agreement, Customer ors such authorized party shalli immediately cease use ofti thosel licensed products, purge those licensed productsf from all Customer and 5.A Assignment: Neither party may assign ort transfert this Agreement or any rights grantedt toi itl hereunder, in whole ori inp part, nor delegate any ofits duties or obligations arising! hereunder without thep prior written consent oft the other party, which consent shall not! be unreasonably withheld; provided, however thatt thisA Agreement may bet transferred! by operation ofl law or assignment by either party toas surviving entity ofar merger or consolidationi involving that party ort toaj purchaser ofa allors substantially allo oft that party" 's assets. Any assignment, transfer or delegation of rights, duties or obligations hereunderi in contravention oft the preceding sentence shall ben nulla andy void. This Agreement shall beb binding upon ands shall inuret tot theb benefit of, andb bee enforceable by, thep parties tot this Agreement andt theirr respective successors andp permitted assigns. Fort thep purposesof 6.1 Notwithstanding anything! herein to thec contrary, withr respect toa any claims that Customer may have or asserta against Pictometry on any matter relatingt tot the Agreement, thet totall liability ofPictometry shall, int the aggregate, bel limited tot twicet the: aggregate amountr received by Pictometry 8. Section 6.1t tot thel Delivered Content Terms and Conditions ofUse shall be deletedi ini its entirety andr replaced witht the following: "Limited Warranties; Exclusive Remedy. Pictometry warrants thatt thel Delivered Content willo containt true andi usable copies oft thec designated imagery asof thed datec ofc capture. For any breach of thef foregoing warranty, Pictometry shall user reasonable efforts to correct any deficiency thaty precludes useof theD Delivered Contenti int ther manner intended. Should Pictometry be unablet to correctt the deficiency tor meet thei imagery specifications setf forth elsewherei int this Agreement, Customer, upon formal written notice, shall! have ther right tot terminate this Agreement. Int the events such termination occurs and Customer, or any party authorizedi undert thet terms ando conditions oft this Agreementt to uset the licensed products set forth in Section A,is inp possession of licensed products forv which Pictometryl hasr notb been fully compensated: for Customer or such authorized party shalli immediately cease use ofthose licensed products, purget those licensed products from all Customer: anda authorized party computers, andr return those licensed productst to! Pictometry. Thej provisions of this Agreement that by their nature woulds survivei its termination wills survive indefinitely." 9.S Section 7.2ofthel Delivered Content Terms and Conditions shall bec deletedi ini itse entirety andr replaced with thef following: "Governing Law. This License Agreement shall be governed! by andi interpreted in: accordance witht thel laws of the State ofl North Carolina." 10. Section 3.9oft the Online Services General Terms and Conditions shall bec deleted ini its entirety and replaced with the following: "By accepting these General Terms and Conditionso or by using the Online Services or thel Licensed Content, youy waive any anda allr rights your may have against Pictometry, eacht thirdp party supplier of any portion oft the Online Services ort thel Licensed Content, and each oft their directors, officers, members and employees, arising outo ofu usec oforr reliance upon the Online Services ort thel Licensed Content, except for acts ofg gross negligence ori intentional 11. Section 6.2oft the Online Services General Terms and Conditions shall be deletedi ini itse entirety andi replaced witht thef following: "Int thec eventof abreacho oft thisl License Agreement bys you, anyl Eligible User or someone using thel Pictometry Credential ofan! Eligiblel User, Pictometry may temporarily suspend or discontinue providing accesst tot the Online Services toa any ora alll Eligible Users after providing: advance written notice.  connection with any actiont toe enforce the provisions oft this Agreement, ton Agreement, oro otherwise arising under or by reason oft this Agreement.  damages or other relieff for breach ord default under this  subsequent! project;  respectt tot the postponed project anda alls subsequent projectsi includedi int this Agreement; and authorized party computers, andr return thosel licensed productst tol Pictometry. 4.Thel lasts sentence under Section 3ofthe Order Forms shall bec deleted.  thisA Agreement, any merger, consolidation, spin-off, acquisition or change-in-control willi notb be deemed ana assignment. 7.1 Thel lasts sentence ofthei immediate paragraph under thel head] FEES; PAYMENT TERMS: shall bec deleted.  pursuant tot the Agreement.  misconduct."  Pictometry may, atit itsd discretion, allowt the Customert thec option to curet the breach of compliance within 30d days."  Pagel 18of21  LeeC County, NC-C C308125021 2022-10-11  C-0001-20200910.8    12.1 Thef firstt twos sentences of Section6 6.3ofthe Online Services General Terms and Conditions shall bec deleted andr replaced witht thef following: "All notices ando other communicationsl hereunder shall be in writing. Notices shall be deemed tol have been properly given ont the date deposited int the 13. Section 6.6oft the Online Services General Terms and Conditions shalll bed deletedi ini its entirety andr replaced with thef following: "This License Agreement shall beg governedb by andi interpreted ina accordance with thel lawsc oft the State ofl North Carolina, withy venue Lee County, North Carolina." 15. Section 7.Coft the Pictometry Softwarel License Agreement shall bec deleted ini itse entirety andi replaced with the following: "Governing Law. Thisl License willb beg governedb by andi interpreted in: accordance witht thel laws oft the State of North Carolina, venue Lee County, North Carolina."  mail, ifmailed."  14.S Section 6.9oft the Online Services General Terms and Conditions shall bed deleted ini its entirety.  [ENDOFI NON-STANDARD1 TERMS AND CONDITIONSI  Pagel 19of21  LeeC County, NC- C308125022 2022-10-11  C-0001-20200910.8    APPENDIXI  PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS  Essentials+ Property deliverables  Product Ortho Frame Imagery Orthomosaic Specifications  Essentials+ Property  Nominal 2in GSD orthoi imagery, Imagery as gooda as 1.2in and no worse than 3in Typical Positional Horizontal Accuracy: 1ma ata95% confidence level Fully automated photogrammetric. orthomosaic. Imagery may contain seamlines Where availablei fully automated; photogrammetric mosaiced imagery. Imagery Metadata generated that meets FGDC Standards upon request Shapefile(s) with discrete deliverable boundaries and directional metadata Nominal 2in GSD, noy worset than 3in (Best Available Provided) Availabley viay web- based viewer (Connect)- Contracted: separately Also available via WMS/WMTS (Image Service)- Contracted: separately Nominal 2in GSD, nov worse than 3in (Best Available Provided)  Project-wide color and contrast balancing may contain seamlines  Oblique Imagery Nominal 2.6in GSD obliquei imageryr rangingf from 1.7in to3 3.5in GSD:  Metadata and Reporting Orthomosaic Deliverable Orthomosaic Deliverable  Metadata: Resolution:  Format (Online) Access Methods:  Resolution: Customer Selectable Datum: Customer Selectable File Format: Mosaic Tiles with world file Project-Wide Mosaic  Format (Physical) Projection/Coordinate: System:  Available as JPEG, GeoTIFF, JPEG2000, PNG, ECW, MrSID (All versions) Includes separate Pictometry Map Image (PMI) trailer file Availablei in ECW, MrSID (All versions) format Availabley viav web- based viewer (Connect)- Contracted separately Best effortst tor make framei imagerya available online within 20 days of capture Best effortst tor make ortho and oblique imagery available online and/orr ready for  Obliquel Imagery Access methods: & Framel Imagery Deliverable Format Delivery Timeline  complete  physical delivery within 300 days ofc capture completion  Page2 20of21  Lee County, NC- C30812502: 2022-09-19  C-0001-20200910.8    MAP(S)  Lee County, NÇ   eagleview:  JEssentials Plus Property-: 287Sq. Miles  Page21of21  Lee County, NC- C30812502: 2022-10-11  C-0001-20200910.8    Contract Agreement Between Marks Construction Company, Inc.  and Lee County Government  THIS AGREEMENT ("Agreement"), made the  17_d day of  October  2022  by and between Marks Construction Company, Inc. (hereinafter referred to as the "Contractor") and Lee County Government (hereinafter referred to as the "Owner") agree as follows: 1. Scope of Work: The Contractor shall furnish and deliver all of the materials, and perform all of the work in the manner and form as provided by the enumerated plans, specifications and documents, which are attached hereto and made aj part thereofa as if fully contained herein: advertisement, Instructions tol Bidders, General Conditions with Exhibits, Supplementary General Conditions, specifications, accepted proposals, contract, performance bond (ifr required), payment bond (ifr required), power of attorney, worker's compensation, public liability, insurance certificates any and all addendums, and all plans and drawings. By signing this agreement, the Contractor hereby certifies that he/she has received and! has had an opportunity to review allj plans, specifications, and documents 2. The Contractor shall commence work to be performed under this agreement on a datet to bes specified in a written order oft the Owner ("Notice tol Proceed") and shall fully complete all work hereunder within thirty (30) consecutive calendar days from said date ofNotice tol Proceed. For each day in excess thereof, liquidated damages shall be assessed in the amount of one thousand dollars ($1,000) per day. The Contractor, as one oft the considerations for the awarding oft this contract, shall furnish to the Ownera construction schedule setting forth the project broken down by various divisions of the work and by the calendar days, as described in the General Conditions. 3. The Owner agrees toj pay to the Contractor for the faithful performance of this agreement, subject to additions and deductions as providedi int the specifications or proposal, in lawful money the amount of eighty-two thousand four hundred and nine dollars and 4. Alternates. Alternates, ifany, included in the Contract Sum are as follows:  referenced herein.  twenty cents ($82,409.20).  Item N/A  Price  5. Allowances. Allowances, ifany, included in the Contract Sum are as follows:  Item N/A Item N/A  6. Unit Prices. Unit prices, ifa any, are as follows:  Price per Unit    7. Liquidated Damages. Liquidated damages willl be one thousand dollars ($1,000.00) per 8. Binding Dispute Resolution. Any disputes between the parties related in any way to this Agreement or the Project shall be subject to mediation. For any claim subject to, but not resolved by mediation, the method of binding dispute resolution shall be litigation ina  day, after the date specified for substantial completion.  court of competent jurisdiction. 9. The Owner's Representative is:  Dr.. John Crumpton, County Manager 408 Summit Drive Sanford, NC 27330 cmampondlsoaumomssey  10. E-Verify: Pursuant tol North Carolina General Statute $1 143-133.3, E-verify Compliance, the County may not enter into a contract unless the contractor, and the contractor's subcontractors under the contract, comply with the requirements of Article 2 ofChapter 64 oft the General Statutes. The Contractor represents and warrants that itisin compliance with the requirements of Article 2 of Chapter 64 oft the General Statutes. Further, the Provider warrants that any subcontractors used by the Provider will bei in compliance with the requirements of Article 2 of Chapter 64 of the General Statutes. 11.1 Iran Divestment: Thel Provider certifies that: ()t the Provider is not listed on the Final Divestment List created by the State Treasurer pursuant tol N.C.G.S. $1 147-86.58 (the "Final Divestment List"). Thel Finall Divestment List can be found on the State Treasurer's website att the address Atps/wwwanctreasurercomlofice-state caurrdiesimemtamddenoisentnstnuls: Any contract in violation oft this Acti is 12. Divestment from Companies Boycotting Israel: This Provider certifies that the Provider is not identified as an entity by the North Carolina Secretary of State that is engagedina boycott of the State ofl Israel pursuant tol N.C.G.S., Article 6G, Chapter 147. Thel Final phsassuEamiIthNAsnNs  void.  Divestment List can be found on the State Treasurer's website at  Any contract in violation oft this Act is void.  IN WITNESS WHEREOF, the Parties hereto have executed this agreement on this the 174h  day of Ockdoes  2022.    MARKSCONSTRICTION: COMPANY,INC./CNTRACTOR  By: Title:  Witness:  LEECOINTYCOVERPVIENT "mOn  By: Leb Gunty jooad ELOMMIDAeAMnan  agaele  Thisi instrument has been preauditedi int the manner required by the Local Govemnment Budget and Fiscal ContractA Act. Caydacelumen Finance Officer, Lee County  B 00  AR    GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION  Table of Contents ARTICEL.DBFNITONS. DOCUMENTS. ARTICLE4 4.1 BONDS.  ARTICLE2. CORRELATION, INTERPRETATION ANDI INTENT OF CONTRACT ARTICLE3.1 FAMILIARITY WITH WORK, CONDITIONS ANDI LAWS.  ARTICLE: 5.1 INSURANCE ANDI INDEMNITY. ARTICLE 6. OTHER DOCUMENTS AND SUBMITTALS  ARTICLE7. CONTRACTOR. ARTICLE8. OWNER. ARTICLE9. CONSTRUCTION MANAGER. ARTICLE 10. DESIGNER ARTICLE 11. CONTRACTTIME. ARTICLE 12. CHANGES IN THE WORK.. ARTICLE 13. CHANGE OF THE CONTRACT PRICE.. ARTICLE 14. UNFORESEEN CONDITIONS. WARRANTIES. AND GUARANTIES. ARTICLE 17. OWNER'S RIGHT TOI DO WORK. ARTICLE 18. PARTIAL PAYMENTS. ARTICLE 19.1 FINAL: PAYMENT. ARTICLE: 22. MEASUREMENTS. ARTICLE24. USE OF PREMISES. ARTICLE25. DISPUTE RESOLUTION.  23 28 30 30 31 32 32 35 35 36 .36 36  ARTICLE: 15. CORRECTION OF WORK BEFORE. FINAL. PAYMENT ARTICLE 16. CORRECTION OF WORK AFTER SUBSTANTIAL COMPLETION;  ARTICLE. 20. CONTRACTOR, SUBCONTRACTOR. AND SUPPLIER AFFIDAVIT. ARTICLE: 23. CONTRACTOR AND: SUBCONTRACTOR RELATIONSHIPS.  ARTICLE21. ASSIGNMENTS. AND SUBCONTRACTS.  1    ARTICLE: 26. TAXES.  ARTICLE27. OPERATION OF OWNER'S FACILITIES  38 38  ARTICLE: 29. TERMINATION OR SUSPENSION BY THE OWNER FOR CAUSE. ARTICLE29. TERMINATION OR SUSPENSION BY THE OWNER FOR CONVENIENCE  38  ARTICLE1. DEFINITIONS addendums, drawings.  1.1 Agreement- the Contract Agreement, these general conditions, and any supplementary conditions, advertisement, instructions tol bidders, specifications, drawings, bonds, 1.21 Beneficial Occupancy- the point at which thel Project can be occupied by the Owner for its intended purpose, upon achievement of Substantial Completion, as defined in 1.35. 1.3 Change Order- a written order tot the Contractor signed by the Owner and the Designer authorizing an addition, deletion, or revision in the Work and/or an: adjustment in the Contract Price and/or the Contract Time issued after execution oft the Contract Agreement. 1.40 Completion Date- those dates identified as completion datesi int the Contract Construction 1.5 Contract Agreement- the document executed by the Contractor and Owner to formally 1.6 Construction Change Directive- a written order tot the Contractor signed by the Owner and the Designer directing an addition, deletion, ori revisioni int the Work after execution oft the Contract Agreement, in circumstances when the parties have been unable to agree on an adjustment to the Contract Price or the Contract Time, but the Owner requests that the Contractor proceed withs said Work subject to adjustment oft the Contract Price and/or 1.7 Construction Manager- the person or firm designated as the Construction Manager in the Contract Documents, ort their authorized representatives. The Construction Manager, as referred tol herein, willl bei referred tol hereinafter asi ifeach were oft the singular number, 1.8 Contract Construction Schedule- thats schedule identified ast the Contract Construction 1.9 Contract Documents- all oft the documents that make up the Agreement, plus the Drawings and Specifications that describe the scope of the work, plus allowable modifications to the  Schedule ore elsewhere int the Contract Documents. memorialize their consent tot thet terms oft the Agreement.  Contract Time under the procedures described! herein.  masculine gender. Schedule.  contract documents.  2    1.10 Contract Price- the total monies payable tot the Contractor under the Contract Documents. 1.11 Contract Time- the number ofc calendar days stated in, or computed from, the Contract Documents for the completion oft the Work, or any portion thereof. Time of completioni is of the essence. Thet time used and referred to on the Project willl bet that time which is observed in Sanford, Lee County, North Carolina, beingl Eastem Daylight Savings Time, Eastern 1.12 Contractor- the Contractor shall be that party identified in the Agreement. 1.13 Days- unless otherwise: indicated, the term' "days" shall mean consecutive calendar days. 1.14 Daylight Hours- the hours or portion of hours between sunrise and sunset local time. 1.15 Designer- the person or firm designated as the Designer, in the Contract Documents, or their authorized representatives. Thel Designer(s), as referred tol herein, shall mean architect, landscape architect, and/or engineer. They willl be referred tol hereinafter as ifeach were of 1.16 Drawings- the drawings are the graphic and pictorial portions oft the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions ofthe Work, and generally including plans, elevations, sections, details, schedules and diagrams. A list oft thel Drawings is contained int the Supplemental General Conditions. 1.17 Field Order- a written orderi issued by the Designer which clarifies ori interprets the Contract Documents or orders minor changes int the Worki in accordance with the Contract 1.18 Final Completion- the point at which the Contractor has, as determined by the Designer, completed the Work, with the exception of guaranty and warranty obligations, and becomes entitled, upont the recommendation oft the Designer and determination by the Owner, to final 1.19 Liquidated Damages- An amount, as stated in the Contract Agreement, reasonably estimated in advance to cover the consequential damages associated with the Owner's economic lossi ini not being able to use the Project for its intended purposes at the end oft the contract's completion date as amended by change order, ifany, by reason of failure oft the 1.20 Modification- a written amendment to the Contract Documents signed by the Owner and the Contractor and identified therein ass such, or a Change Order, or a Construction Change  Standard Time, or other as designated by the Designer.  thes singular number, masculine gender.  Documents.  payment.  contractor(s) to complete the work within the time specified.  Directive, or al Field Order. 1.21 Notice tol Proceed- see Article 11.3.  3    1.22 Owner- the Owneri ist thep person designated as suchi in the Agreement.  1.23 Owner's Authorized: Representative- aj person or persons, employed by the Owner and designated from time to time by written notice tot the Contractor to administer the Contract Documents, and to observe andi monitor the Work on! behalf oft the Owner with authority and 1.24 Notice- the term "notice" or "written notice" as used herein shall mean andi include all written notices, demands, instructions and claims, approvals and disapprovals furnished by the Owner or the Designer to obtain compliance with the requirements of the Contract Documents as well as all written notices, demands, instructions and claims furnished by the Contractor ast required byt the Contract Documents. Where noticei is required under the terms oft the Contract Documents, written notice shall always be required, and oral or constructive"notice: shall bei insufficient and ineffective as notice unless specifically allowed byt the Supplementary Conditions or al Modification to the Agreement. Written notice shall be deemed tol have been duly served ont the date that iti is delivered inj person to thei individual ort to a member oft the firm, to an officer oft the corporation for whom itis intended, to ana authorized: representative ofs suchi individual, firm, or corporation, or on the date that iti is mailed by registered or certified mail, return receipt requested, addressed to the last business address ofs suchi individual, firm, or corporation. Written notice may also be given by facsimile transmission, provided that proofo of delivery is obtained. In the case of delivery inj person, such delivery shall not be effective unless and until a written and signed 1.25 Project- the total construction of whicht the Work performed under the Contract 1.26 Project Expediter- As used] herein, is an entity stated ini the Contract Documents, designated to effectively facilitate scheduling and coordination of Work activities. For the purpose ofas single prime contract, the single prime contractor is designated as the Project 1.27 Project Manager- that person designated by the Contractor who shall be in general charge 1.28 Request for Information- a written communication from the Contractor to the Designer fora any interpretation of, ori informationi needed, required, or desired under the Contract Documents. The Owner reserves the right to determine the reasonable format and contents required for a Request for Information. In any Request for Information, the Contractor shall state ai reasonable date by whicha a response isr necessary in order to avoid delay inj progress of the Work and shall makes suchi request sufficiently in advance of such date as to avoid any 1.29 Request for Payment- document approved by Owner, whichi is to be used by the Contractor ini requesting progress payments and whichi is toi include a Schedule of Values as required by the Contract Documents and an affidavit oft the Contractor thatj progress  responsibility as herein specified.  receipt showing the date and time of deliver is obtained. Documents may be the whole or aj part.  Expediter.  ofthe Work andi its performance.  such delay.    payments theretofore received from the Owner on account ofthe Work have been the Contractor to discharge in full allt the Contractor's obligations incurred in connection applied with by 1.30 Superintendent- that person designated by the Contractor whol has day-to-day responsibility for thej prosecution oft the Work and the obtaining of proper materials and 1.31 Schedule of Values- any breakdown oft the Contract Price which may bei required by the 1.32 Specifications- thej portion oft the Contract Documents consisting generally oft the written requirements for materials, equipment, construction systems, standards, and workmanship for 1.33 Subcontractor- aj person, firm, or corporation who has entered into a direct contract with 1.34 Submittal- shop drawings, product data, samples, and other documents required by the Contract Documents to bes submitted by the Contractor to the Designer. 1.35 Substantial Completion- thej point at whicht the Work, and Work by other Contractors on ori in connection with thel Project, as determined by the Designer, iss sufficiently complete in accordance witht the Contract Documents that it can be beneficially occupied by the Owner, andt the Work can be utilized by the Owner for itsi intended use, and all necessary permits and permissions for Beneficial Occupancy and utilization having been obtained by the Contractor. All operations and maintenance manuals, Owner training, and as-built drawings must be submitted prior to Substantial Completion being achieved. 1.36 Work- the construction and services required by the Contract Documents, including all labor, materials, equipment, ands services provided or to bej provided by the Contractor to ARTICLE2. CORRELATION, INTERPRETATION ANDI INTENT OF CONTRACT 2.1 Itis the intent oft the Specifications and Drawings and other Contract Documents to describe a complete Project in accordance witht the Contract Documents. 2.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. Ifthe Contractor finds a conflict, error or discrepancy in the Contract Documents, the Contractor shall notify the Designer in writing before proceeding with the Work affected thereby. Ini resolving such conflicts, errors and discrepancies, the Contract Documents shall be given preference int the following order: Contract Agreement, Modifications, Addenda, Supplemental Conditions, General Conditions, Specifications, and Drawings. Figure dimensions onl Drawings shall govern over scale dimensions, and detailed Drawings shall govern over  Work covered by all prior applications for payment.  equipment, and adequate labor.  Contract Documents and designated as such. the Work andj performance of related services. the Contractor to] perform any oft the Work oft the Project.  fulfill the Contractor's obligations.  DOCUMENTS  5    general Drawings.. Any Work that may reasonably be inferred from the Contract Documents as being required toj produce thei intended results shall be supplied whether or not iti is called for. Work, materials or equipment describedi in words which, so known technical trade meaning shall be deemed to refert tos such meaning applied, and toi have incorporate recognized standards which are ap part ofs such meaning. 2.3 Miscellaneous items, accessories and work which are not specifically mentioned, but which are essential toj produce a complete and properly operating installation, or useable structure or plant providing thei indicated function shall be furnished and installed without change in the Contract Price. Suchi miscellaneous items and accessories shall be oft the same quality standards, including material, style, finish, strength, class, weight and other applicable characteristics, as specified for the major component of which the miscellaneous item or accessory is ane essential part, and shall be approved by the Designer before installation. This requirement is noti intended toi include major components not covered by ori inferable from the 2.4 The Work ofa all trades undert the Contract Documents shall be coordinated by the Contractor ins such a manner ast to obtain the best workmanship possible for the entire Project all components ofthe Work shall bei installed or erected in accordance with the best 2.5 The Contractor shall fully complete the Work and shall be responsible for all oft the Work under the Contract Documents to which the Construction Agreement applies. Ifthe Contractoris prevented from doing so by any limitation oft the Contract Documents, the Contractor shall immediately give notice thereoft to the Designer and the Owneri in writing before proceeding 2.6 Standard specifications orI manufacturers' literature, when referenced, shall be oft the latest revision or printing unless otherwise stated andi isi intended to establish the minimum 2.7 Fort those materials specified without the use oft brand names, the Contractor shall submit within thirty (30) days after his receiving the Contract Agreement for signatures, Such Submittal shall include manufacturer's data, test reports, performance data and certifications, samples, erection details, and other applicablei information as required toj permit determination by the Designer whether such proposed products are suitable. The bet thes solej judge as tot the suitability of any proposed product. The burden of proof Designer of shall 2.8 The Contractor is required to examine and read the complete set of Contract Documents fori information concerning the Work, because some of the Work for whicht the Contractor will ber responsible may bei indicated on ori in documentation applying primarily to the Work of one orr more other separate prime contractors. No allowance willl be made for the Contractor's  specifically a well  any  Contract Documents. the particular trade.  and of practices  the construction int the area where the problem or limitation exists.  with  requirements acceptable.  that meets the express requirements of the Specifications.  any product  rests witht the Contractor.  quality  failure tob become familiar with the complete set of project documents.  6    2.90 Contractor's requests for clarification or information shall clearly define the cause(s) of Contractor's request and, as appropriate, shalli include Contractor'si interpretation and ARTICEFAMILARITY WITH WORK, CONDITIONS. AND LAWS  Contractor'sp proposed solution.  3.1 The Contractor has investigated prior tol bidding andi is satisfied with all conditions affecting the Work, including but not restricted tot those bearing upont transportation, disposal, handling and storage ofr materials, availability oflabor, water, electrical power, roads and uncertainties of weather, or similar physical conditions att the Project site, and the character ofe equipment and facilities needed prior to and during prosecution oft the Work. The Contractor is satisfied as to the character, quality and quantity ofs surface ands subsurface materials or obstacles tol be encountered insofar as thisi information is reasonably ascertainable from inspection of thel Project site, including all exploratory work done byt the Owner, as well as from information presented by the Contract Documents, or any otheri information made available to the Contractor prior to receipt ofbids. Any failure by the Contractor tol become acquainted with the available information shall not relieve the Contractor from the responsibility for estimating properly the difficulty or cost of 3.2 The Contractor shall be entitled to rely upon alli information furnished tot the Contractori in writing by the Owner with respect tot thel Project site and to make alli inferences from it that would reasonably be made by a contractor having knowledge and experience with similar work; however, the Contractor shall not be entitled toi infer from Owner-supplied information any fact or condition which would not be inferred by a contractor having knowledge and experience with similar work and, ift the Owner-supplied: information isi inadequate ori insufficient in any respect, the Contractor shall be required to obtain independently such other information asa a knowledgeable and experienced contractor would prudently obtain in order to evaluate any such 3.3 The Contractor specifically acknowledges familiarity with all Federal, State, and local laws, ordinances, rules andi regulations which may in any manner affect those engaged or employedi in the Work, ort the materials or equipment in or about the Work, ori in any way affect the conduct of the Work and agrees that the Contractor and the Contractor's employees, subcontractors, and suppliers will, at all times, comply withs same. Ifthe Contractor shall discover any provisions in the Contract Documents which are contrary to ori inconsistent with any such law, ordinance, rule, or regulation, the Contractor shall immediately give notice thereoftot the Designer and the Owner in writing, identifying anyi items of Work affected, and the Contractor shall not proceed until the Contractor has received written direction from the Designer with respect tot these items. Ifthe Contractor performs contrary to ori inconsistently with any such law, ordinance, rule, or regulation without giving such notice, the Contractor shall bear all costs which are a 3.4 Att times selected by thel Designer after execution by the Contractor oft the Construction Agreement, ap pre-construction conference shall bes scheduled and conducted for the benefit of  successfully performing the Work.  condition.  consequence ofs such performance.  the Project. 7    ARTICLE4.BONDS  4.1Ifr required, aj performance bondi in thei full amount oft the Contract Prices shall be the Contractor to guarantee the faithful performance oft the Work in compliance with required the of Contract Documents, in: such form as may bei required by law and approved by the Owner. The bond shall be dated the same date ast the Construction Agreement and must be accompanied ac current copy oft the power of attorney for the attorney-in-fact executing such bond on behalf by ofas surety company licensed to dol business int the state ofl North Carolina. 4.2 Ifrequired, aj payment bondi int the full amount of the Contract Price shall be required oft the Contractor to guarantee the payment of all labor and material costs or claims in connection with compliance with the Contract. Thej payment bond shall bei ins such: form as may be required law and approved by the Owner. Said bond shall be dated and executedi int the same manner by as  the performance bond inj paragraph 4.1. ARTICLES 5.J INSURANCE ANDI INDEMNITY 5.1 CONTRACTOR PROVIDED INSURANCE  The Contractor shall, without limiting its obligations or liabilities, procure, for and maintain such insurance asi is required by] law and as is required by this Agreement pay toj protect the Contractor and the Owner from claims for damages for bodily injury, including death, and from claims forp property damage which may arise from the Contractor's or its representatives, consultants', Subcontractors, agents', or employees' operations under this Agreement. Such insurance shall be oft thel kinds and have limits ofl liability and coverages not less than the minimum limits hereinafter specified or required by law, whichever is greater. The Owner makes no representation ast to the adequacy or sufficiency of such coverages. The following requirements shall ini no way be construed tol limit or eliminate the liability of the Contractor, which arises from performance of Work under the Agreement. The Contractor is strictly responsible for any losses, claims, and costs of any kind which exceed the Contractor's limits ofliability, or whichi may be outside the coverage scope of the policies. Thei insurance specified shall bey provided by ani insurer approved by the Owner authorized to do such business int the State ofl North Carolina, and on terms approved byt the Owner. Insurance companies utilized shall have ai minimum rating ofA A- and Class VII as evaluated byt the most current A.M. Best Rating Guide. Ifthe insurer has al Best Rating less than A-and Class VII, the Contractor must receive specific written approval from the Owner prior toj proceeding with Work under the Agreement. All agents and brokers shall hold valid licenses from the State of any North Carolina. Before commencing mobilization to the Project site and not later than 7 days after the receipt oft the Construction Agreement byt the Contractor for signatures, the Contractor shall furnish tot the Owner a certificate or certificates ofi insurance ina a form Owner. Upon request oft the Owner, the Contractor shall provide the Owner satisfactory with certified ofthei insurance policies required by this Article, including without limitation declaration copies conditions, exclusions and endorsements, and confirmation that eachj policy premium has pages, been paid fort the required term oft this Agreement. A copy oft the umbrella policy shall be provided to the Lee County Finance Department. Certificates shall bes signed by aj person authorized that insurer to bind coverage oni its behalf. Int the event ofa any such cancellation, non-renewal, byt reduction, restriction, or change in any insurance, the Contractor is obligated to replace such  to the  8    insurance within 7 days without a gapi in coverage and file accordingly such notice with the Owner, and other interested parties. Failingi immediate receipt of evidence ofsuch replacement ofi insurance the Owner reserves the right toj procure suchi insurance as the Owner considers desirable and the Contractor shall pay or reimburse the cost oft the premium in respect thereof. It ise expressly provided, however, that any action ori inaction ont the part oft the Owner in this respect shalli ini no way change ori reduce the Contractor's responsibilities and liabilities under this Agreement. Self-funded, policy fronting, or other non-risk transfer insurance mechanisms are not acceptable without prior written approval of the Owner. Full disclosure ofs such aj must be made prior to commencing mobilization tot the Project site. Failure to make a full program disclosure constitutes ai material breach oft the Agreement, justifying termination for default. The Contractor shall name the Owner and) Designer as additional insureds under all its insurance contracts (except workers' compensation) with respect to andi including without limitation liability arising out of activities performed by or on behalf oft the Contractor, products and completed operations of the Contractor, and automobiles owned, hired, leased, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of For any claims related tot this Project, the Contractor's insurance or self-insurance shall be primary and noncontributory withi respect to the Owner's insurance. Any insurance or self- insurance: maintained by the Owners shall be excess and noncontributory with respect to the All policies ofi insurance shall contain a clause waiving rights ofs subrogation against the Limits ofc coverage are not tol be amended by deductible clauses of any nature without the express written consent ofthe Owner. The Contractor shall be solely responsible for any deductible assumptions that may exist in any insurance policies required under this Agreement. Ina addition, the Contractor shall be responsible and shall not be reimbursed for any losses arising from any risk or exposure: noti insured as required herein, ori not covered as a result ofa normal policy extension or that falls within the selfi insured retention, ifContractor is self The Contractor's insurance shall apply separately to eachi insured against whom claimi is made Thec claim provisions in the Contractor'si insurance policies must specifically state thei insurance company or Contractor's Third] Party Administrator, ifselfi insured, has both the right and duty Thep policies shall not contain any provision or definition which would: serve to exclude or eliminate from coverage third party claims, including exclusions of claims for bodily or other injury tos shareholders, partners, officers, directors, or employees oft the insured, the premises owner, real estate manager, or the insured's Subcontractor, or any family relative of such  protection afforded to additional insureds.  Contractor's insurance.  Owner, unless the Owner approves otherwise in writing.  insured.  ors suiti is brought, except with respect to thel limits of the insurer's liability.  toa adjust a claim and provide defense.  persons. 9    Ifthej policies contain any warranty statingt that coveragei is null and void (or words to that effect) ifthe Contractor does not comply witht the most stringent regulations governing the Work, its shall be modifieds sot that coverage shall be affordedi in all cases Contractor's willful ori intentional noncompliance with applicable government except regulations. Any failure bya any person to comply with reporting or other provisions oft breach of warranties, shall not affect coverage provided to the Owner andi thep its representatives, policy including Thei insolvency or bankruptcy oft the Insured or oft the Insured's estate shall not relieve the insurance companies oft their obligations under these policies. Any clauses tot the contrary are Failure to comply witht these requirements shall be a material breach oft this Agreement 5.2 CONTRACTORI PROVIDED WORKER'S CAARSATOKANDINEOTES The Contractor andi its Subcontractors shall procure and maintain Workers' Compensation Insurancei in the amount and type required by the State ofl North Carolina and federal law for all employees employed under the Agreement who may come within the protection of Workers' Compensation Laws and covering all operations under the Agreement whether Contractor or by his Subcontractors. Inj jurisdictions not providing complete Workers' performed by the Compensation protection, the Contractor andl his Subcontractors shall maintain employers' liability insurance in an amount, form, company, and agency satisfactory to the State ofNorth Carolina and the Owner for the benefit ofa all employees not protected by Workers' Compensation Laws and covering all operations under the Agreement whether The Contractor shall pay such assessments as willj protect the Contractor andt the Owner claims under the Workers' Compensation laws, workers' or workmen's' compensation from disability benefits, and others similar employee benefit acts. The current Modification Factor shall bei indicated on the Certificate of Insurance. Experience Coverage undert thiss section shall be as required by federal ands state Workers' and Occupational Disease Statutes, ands shall haver minimum limits as follows: Compensation  fort the  officials, and employees.  unacceptable and must be stricken. justifying termination for default. LIABILITY INSURANCE  Contractor or by his Subcontractors.  performed by the  Coverage A: Employers' Liability:  Statutory, State ofNorth Carolina  Each Accident Disease Policy Limit Disease- Each Employee  $1,000,000 $1,000,000 $1,000,000 coverage  Suchi insurance shalli include Voluntary Compensation coverage, a Waiver of Subrogation favor oft the Owner as well as other endorsements that may be required by applicable in jurisdictions, i.e. United States Longshoremen andl Harbor Workers Act and maritime  (Jones Act). 10    53CONTRACTORI PROVIDED, AUTOMOBILE LIABILITY INSURANCE The Contractor shall procure and maintain automobile insurance against liability for bodily injury andj property damage as described below, that may arise with respect tot the Work being performed under the. Agreement, and as willj provide protection from claims which may arise out oforr result from the Contractor's performance oft the Work and the Contractor's other obligations under the Agreement, whether such performance oft the Work is by the Contractor, by any representative or Subcontractor, by anyone, both officially and personally, directly or indirectly employed by any ofthem, or by anyone for whose acts any ofthem may be liable. This policy ofi insurance shall carry the following minimum Limit ofl Liability: Thej policy ofi insurance shall contain or be endorsed toi include the following:  Combined Single Limit  $1,000,000  owned, hired, and non-owned automobile liability.  Ifthe policy contains a warranty stating that coverage is null and void (or words tot thate effect) if thet transporter does not comply with the most stringent regulations governing the Work, its shall be modified so that coverage shall be afforded in all cases except for the transporter's willful ori intentional noncompliance with applicable government  regulations.  Any failure by any party to comply with reporting or other provisions of the policy including breach of warranties, shall not affect coverage provided to the Owner andi its representatives, Nos subcontracting of waste hauling shall bej permitted without prior, written approval oft the This policy must be written on an Occurrence basis, with the following minimum Limits of  officials, and employees. Owner.  54CONTRACTOR PROVIDED GENERALLIABILITY  Liability:  General Aggregate per project Products/Completed Operations Aggregate Bodily Injury and) Property Damage csl/each occurrence Personal Injury and Advertising Injury  $2,000,000.00 $2,000,000.00 $1,000,000.00 $2,000,000.00  Thep policy ofi insurance shall contain or be endorsed toi include the following: provision will not! be acceptablei ift they serve tor reduce coverage.  a) Blanket Contractual Liability covering Contractor'si indemnification obligations under this Agreement, in accordance with) ISO policy form CG 00 01. Modifications tot the: standard  11    b)  Premises/Operations Liability. c) Explosion, collapse, and underground fault. e) Broad Form Property Damage. Personal Injury  d) Independent Contractors and Independent Subcontractors coverage.  f  9) Cross Liability/Severability of Interest clause. h) EmployersStop-Gap. Liability endorsement, ifa applicable. or property damage caused by heat, smoke, or fumes from al hostile fire.  i) )  Amendment oft the Pollution Exclusion Endorsement to allow coverage for bodily injury Designated General Aggregate Limit Endorsement ifr required by the Supplemental  General Conditions.  5.5 CONTRACTOR PROVIDED PROPERTY INSURANCE  The Contractor shall purchase. All Risk Property Insurance on a Completed Value Formi ini the names oft the Owner, Contractor, Subcontractors, and sub-subcontractors as their interests may  appear with limits asi follows:  a) b) higher.  Fulli insurance value oft the Work, or  Amount equal to the Contract Price for the Work, whichever is  The Contractor ist responsible for all physical damage to owned or rented machinery, tools, equipment, forms, and other items owned, rented or used by the Contractor and/or Subcontractor(s): in thej performance oft the Work. Thei insurance coverage evidencing such  shall include a waiver ofs subrogation ini favor oft the Owner.  5.6 CLAIMS  The Contractor shall notify the Owner within 241 hours of any claims or alleged claims received by the Contractor covered by any oft the policies ofi insurance required int this Agreement. The Contractor shall provide a written copy of the claim or alleged claim tot the Owner within 3 days ofthe Contractor's receipt of the claim ora alleged claim. Ifa claimi is settled tot the satisfaction of the claimant, the Contractor shall submit a copy oft the claimant's release tot the Owner. Ifac claim or alleged claim is rejected by the Contractor and/ori itsi insurance company, the  Contractor shalli immediately report this factt to the Owner.  12    Should 30 days elapse after the claim or alleged claim has been received by the Contractor, and the Contractor isi nota able to report as settlement or rejection oft the claim, its shall report to the Without limiting the foregoing, the Contractor shall notify in writing the County risk manager of any paid ori incurred claims which may impair annual aggregate or general liability. 57CONTRACTOR'SI DEDUCTIBLES AND SELF-INSURED RETNETIONS Any deductibles or self-insured retentions must be declared to and approved by the Owner.. At the option of the Owner, either: the insurer shall reduce to a maximum of $250,000 or eliminate such deductibles ors self-insured retentions with respect tot the Owner, or the Contractor shall provide evidence of collateral provided toi insurers or procure al bond guaranteeing payment of losses and relatedi investigations, claim administration, and defense expenses within the deductible or self-insured retention amount. Any self-insured retention or deductible amount on thej policy shall not reduce the amount of collectible limits or liability.  Owner the: steps being taken with respect to the claim.  5.8 CONTRACTORSSUBCONTRACTORS  The Contractor shall include all Subcontractors asl Insureds under its policies, or shall furnish separate certificates, policies, and endorsements for each Subcontractor the Contractor intends to use. Ifa Subcontractor does not take out insurance inl his own name and the Contractor wishes toj provide insurance protection for such Subcontractor and such Subcontractor's employees, the Contractor shall either (a) procure appropriate policies in the name oft the Subcontractor, or (b) cause ai rider or riders tol be attached tot the Contractor's policies which shall identify the Subcontractor thereby covered; provided, however, in the case oft the latter option, such ai rider need not be attached to the Contractor's workers' compensation policy if such policy byi its termsi is sufficiently broad to cover the employees of all Subcontractors performing Work under the Contract Documents. Except as otherwise approved by the Owner inv writing, Limits ofLiability and coverage scope must be at a minimum as stringent as required of the Contractor byt the Contract Documents. All Work performed for the Contractor bya any Subcontractor shall be pursuant to an appropriate agreement between the Contractor and the Subcontractor which shall contain provisions that waive all rights the contracting parties may have against one another for damages caused by fire or other perils covered by insurance as provided herein. Insurance: monies received from any loss shall be divided as the respective To the fullest extent provided by law, the Contractor shall indemnify and hold harmless the owner, the designer and the agents, consultants and employees oft the owner and designer, from anda against all claims, damages, losses and expense, including, but not limited to, attorneys' fees, arising out of or resulting from the performance or failure ofp performance oft the work, provided that any such claim, damage, loss or expense 1)is attributable to bodily injury, sickness, disease or death, ort toi injury to or destruction oft tangible property (other than the work itself) including thel loss of use resulting therefrom, and 2) is caused in whole ori inj part by any  interest oft the parties affected shall appear. S9INDEMNIFICATION  13    negligent act or omission oft the Contractor, the Contractor's: subcontractor, ort the agents of either the Contractor ort the Contractor's subcontractor. Such obligation shall not be construed tor negate, abridge or otherwise reduce any other right or obligation ofi indemnity which would Thej provisions oft this paragraph shall survive the termination or cancellation or completion of The Contractor acknowledges that the processing of shop drawings and other submittalsi is directly impacted by the clarity, completeness, and accuracy ofs said documents and that itis the Contractor's responsibility to (i) review and coordinate each submittal with all other related or affected Work and (ii) approve each submittal before submitting same to the Designer for Nos substitutions andi no deviations from any requirement of the Contract Documents shall be deemed allowed unless the Contractor has specifically informed the Designer and the Owner in writing ofs such deviations att thet time ofs submittal and the Designer and the Owner have given written ands specific approval tot the substitutions or deviations. Inj proposing a deviation or substitution the Contractor warrants to the Owner, notwithstanding any review, allowance or approval by thel Designer ort the Owner that the deviation or substitution is at] least equal to or betteri inc quality and for thej purpose intended, andt that Contractor shall not by reason of any such review, allowance or approval ber relieved from any obligation or responsibility contained int the  otherwise exist as to any party or person described in this article. ARTICLE 6. OTHER DOCUMENTS. AND SUBMITTALS  this Agreement.  approval.  Contractl Documents. ARTICLE7.CONTRACTOR  7.1 The Contractor shall supervise and direct the Work efficiently and witht the Contractor's best skill and attention. Except asi may be set forth specifically int the Contract Documents, the Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures ofc construction, and: for safety precautions and programs in connection with the Work. The Contractor shall ber responsible to see that the finished Work complies accurately 7.2 The Contractor shall appoint a Project Manager and shall keep ont the Project at all times during its progress a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Owner except under extraordinary circumstances, in which event immediate written notices shall be given to thel Designer and the Owner. The Project Manager and the Resident Superintendent may be the same person or different persons. At any time, the Owner, ini its sole and absolute discretion, may require the Contractor to replace the Project Manager or Resident Superintendent with an experienced and competent person or persons upons seven (7) days written notice from the Owner to the Contractor. Such replacement shall be at the Contractor's expense and at no cost tot the Owner.  witht the Contract Documents.  14    Botht thel Project Manager and thel Resident Superintendent shall have authority to act on behalf oft the Contractor, andi instructions, directions or notices given to either of them shall be as 7.3 The Contractor shall provide sufficient competent and suitably qualified personnel, equipment, and: supplies tol lay out the Work and perform construction as required byt the Contract Documents. The Contractor will at all times maintain good discipline and order att the Any person employed by the Contractor, any Subcontractor, or any sub-subcontractor who, in the opinion oft thel Designer or the Owner, does not perform his Work in aj proper and skillful manner ori isi intemperate or disorderly shall, at the written request oft the Owner or Designer, be removed forthwith by the Contractor, Subcontractor, or sub-subcontractor employing such person) without cost tot the Owner, and shall not be employed again in any portion of the Work Should the Contractor: fail tor remove: such person or persons or fail to furnish suitable and sufficient personnel for the proper prosecution oft the Work within three (3) days after written order, the Owner may withhold further payment by written notice until compliance with such 7.4If, int the opinion oft thel Designer or the Owner, any Subcontractor on the Projecti is incompetent or otherwise unsatistactory, he shall be replaced by the Contractor with noi increase int the Contract Price ifa and when directed by the Designer or the Owner in writing. 7.5 The Contractor shall furnish all materials, equipment, labor, transportation, construction equipment andi machinery, tools appliances, fuel, light, heat, and all other facilities and incidentals necessary for the execution, maintenance, initial operation, and completion ofthe Work, othert than those specifically excluded byt the Contract Documents and to be furnished by the Owner or others. When use ors storage ofl hazardous materials or equipment or methods of more than ordinary risk are necessary in: accomplishing the Work, the Contractor shall give the All equipment which is proposed to be used int the Work shall be of sufficient size and in such mechanical condition as to meet the requirements oft the Work and produce as satisfactory quality of work. Equipment used on any portion oft the Work shall be such that noi injury to previously completed Work, adjacent property, or existing facilities shall result from its use. When the methods and equipment tob be used by the Contractor accomplishing the Work are not prescribed in the Contract Documents, the Contractor shall be free to use any methods or equipment that will accomplish the Work in conformity with the requirements of the Contract When the Contract Documents specify the use of certain methods and equipment, such methods and equipment shall be used unless others are authorized by the Designer. Ifthe Contractor desires to use a method ort type ofequipment other than specified in the Contract Documents, the Contractor may request authority from the Designer to do so. Thei request shall bei in writing and shall include a full description oft the methods and equipment proposed and of  binding asi ifgivent tot the Contractor.  site, and will comply with all applicable OSHA standards.  without the written approval oft the Owner orl Designer.  order.  Owner and Designer reasonable advance notice.  Documents.  15    the reasons for desiring tor maket the change. Ifapproval is given, its shall be on the condition thatt the Contractor shall be fully responsible for producing Worki in conformity with the requirements ofthe Contract Documents. If, after trial use oft the substituted methods or equipment, thel Designer determines that the Work] produced does not meet the requirements of the Contract Documents, the Contractor shall discontinue the use oft the substitute method or equipment and shall complete the remaining Work with the specified methods and equipment ati no additional cost tot the Owner. The Contractor shall remove any deficient Work and replace it with Work of specified quality, or take such other corrective action as the Designer may direct. No change in the Contract Price ori in Contract Time shall be made as ai result of 7.6. All materials and equipment shall bei new, except as otherwise provided in the Contract Documents. When special makes or grades of material which are normally packaged by the supplier orI manufacturer are specified or approved, such materials shall be delivered to the Project site int their original packages or containers with seals unbroken andl labels intact. Materials shall be sO stored ast to assure thej preservation of their quantity, quality and fitness for the Work. Stored materials, even though approved before storage, may again be inspected by the Designer or Owner prior to their usei int the Work ands shall meet the requirements oft the Contract Documents att the time they arei incorporated into the Work. Stored materials shall be located so as toi facilitate their prompt inspection. The Contractor shall coordinate the storage of all materials with the Designer and the Owner. Materials to be stored at the Project or on the Owner's property shall not create an obstruction tot the Owner's or other contractor's reasonable activities. Private property shall not be used for storage purposes without written permission of the owner orl lessee ofs such property. The Contractor shall make all arrangements and bear all expenses for the: storage oft materials on private property. Upon request, the Contractor shall furnish the Owner a copy of the property owner's permission. All storage sites onj private or the Owner's property shall be restored tot their original condition by the Contractor atl his entire expense, except as otherwise agreed to (in writing) by the owner orl lessee oft the property. 7.7 All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned ina accordance with thei instructions oft the applicable manufacturer, fabricator, or 7.8 The Contractor willl be fully responsible for all acts and omissions of his Subcontractors and ofpersons directly ori indirectly employed by them and of persons for whose acts any oft them may bel liable tot the same extent that the Contractor is responsible for the acts and omissions of the Contractor's own employees. Nothing int the Contract Documents shall create any contractual: relationship between any Subcontractor or supplier and the Owner or thel Designer, or any obligation ont the part ofthe Owner or the Designer toj pay or see tot the payment of any money due any such Subcontractor orI material furnisher except as may otherwise be required by law. The Owner ort the Designer may furnish to any Subcontractor or supplier, to the extent practicable, evidence of amounts paid tot the Contractor on account ofs specific Work done. 7.9 The divisions and sections of the Specifications and the identifications of any Drawings shall  authorizing: a change ini methods or equipment under this paragraph.  processor, except as otherwise provided int the Contract Documents.  not control the Contractor inc dividing the Work among Subcontractors.  16    7.101 The Contractor agrees tol bind specifically every Subcontractor tot the terms and conditions oft the Contract Documents for the benefit ofthe Owner and to furnish written evidence thereof 7.11 The Contractor shall attend job! progress conferences and all other meetings or conferences as directed by thel Designer. The Contractor shall be represented at thesej job! progress conferences by ai representative having the authority oft the Project Manager and bys such other representatives ast thel Designer may direct.. Job! progress conferences shalll be open to Subcontractors, suppliers and any others who may contribute beneficially toward maintaining required jobj progress, and: such personnel shalll be encouraged by the Contractor to attend. It shall be the principal purpose ofj job! progress conferences to effect coordination, cooperation and assistancei in every practical wayt toward the end ofr maintaining progress of the Project on schedule andt to complete the Work and thel Project by the specified Completion Dates. The Contractor shall be prepared to assess progress oft the Work as required in the Contract Documents andt tor recommend remedial measures for correction of! progress as may be appropriate. The Designer shall preside as chairman and arrange for minutes to be taken and Int the event that the prosecution oft the Work is discontinued for any reason, the Contractor shall notify the Designer and the Owner atl least forty-eight (48) hours in advance of resuming Should the terms oft the Contract Documents require completion of one or more portions oft the Work for the Beneficial Occupancy of the Owner prior to completion of the entire Work, the Contractor shall complete such portion(s) oft the Work on or before the date specified. Such completion shall include the obtaining ofa all government or other permits, permission, and/or approvals necessary to occupancy. The Contractor shall independently estimate the difficulties involved in arranging the Work to permit such Beneficial Occupancy and shall not claim any additional compensation or time extension by reason ofa any delay or increased cost duet to completing such portion(s) oft the Work. The Owner's possession and use ofs such portion(s) of the Work shall not be deemed an acceptance ofany Work not completed in accordance with the Contract Documents. The Owner shall be responsible for the security, maintenance, utilities, andi insurance ofa all portions of the Work completed and beneficially occupied by the Owner. 7.12 The Contractor shall pay all license fees and royalties, and assume all costs incident to the use ofa any invention, design process, or device which ist the subject of patent rights or copyrights held by others, except fori inventions, design processes, or devices specified by the Designer in the Contract Documents. The Contractor shall indemnify andi hold] harmless the Owner, the Designer, and anyone directly employed by either of them, from and against all claims, damages, losses and expenses, including attorney's fees and costs ofd defense, arising out of any infringement or alleged infringement of such rights during or after completion of the Work, and shall defend all such claimsi inc connection with any actual or alleged infringement of such rights. 7.13 The Contractor shall secure and pay for all permits, including without limitation construction permits and licenses, and willj pay all governmental charges andi inspection fees  tot thel Designer and the Owner.  circulated. operations.  necessary for the prosecution oft the Work.  17    7.14The Contractor shall give all notices and comply with all laws, ordinances, rules, and regulations applicable tot the Work and shall protect andi indemnify the Owner and the Owner's officers, agents, or servants against any claim orl liability arising from or based ont the violation ofa any such law, ordinance, regulation, order, or decree, whether by the Contractor or by the 7.15 The Contractor shall bei responsible for the entire site of the Project and for its reasonable andi neçessary protection and: security, as required by laws or ordinances governing such conditions, or by custom ors sound construction practices, and shall share suchi responsibilities as may be agreed upon among them, ori in the absence ofs such agreement, as may be directed by the Contract Documents, Owner, orl Designer. The Contractor shall bei responsible for any damage to the Owner's) property, or that of others, by the Contractor or the Contractor's employees, Subcontractors, sub-subcontractors, ort theire employees or agents, and shall make good such damages. The Contractor shall bei responsible for and pay fora any such claims against the Owner. 7.16 The Contractor shall protect alll landscaping designated tor remain in the vicinity oft the operations and barricade all walks, roads, and areas asi necessaryt tol keep the public away from 7.17 The Contractor shall provide cover and/or protect all portions of the Work and provide all materials necessary top protect the Work whether performed by the Contractor or any ofthe Subcontractors ors sub-subcontractors. Any Work damaged through the lack of proper protection, orf from any other cause, shall be repaired or replaced without extra cost tot the Owner or The Contractor shall maintain the Work during construction and until the Work is accepted. ThisI maintenance shall constitute continuous and effective effort prosecuted day by day, with adequate equipment and forces so thatt the Work isi maintained in satisfactory condition at all times. All costs of maintenance shall bei included in the Contract Price and the Contractor will not be paid an additional amount for such effort. Should the Owner or Designer observe that the Contractor at anyt time has failed to maintain the Work as provided herein, thel Designer may immediately notify the Contractor ofs such noncomplance. Such notification shall specify areasonable time within which the Contractor shall be required to remedy such unsatisfactory maintenance condition. Should the Contractor fail toj properly respond tot the Designer's notification, the Owner may, at the Contractor's expense, take such action asi it may deem appropriate to remedy the defective maintenance, including suspension oft the Contractor's Work or any part thereof. Any suche expense incurred by the Owner shall be deducted from Parking lots, streets, and walks connecting to the Project area shall bej protected by the Contractor from deposits ofmud, sand, stone, litter, or debrisi in any form. Pedestrian traffic areas around the construction limits must be maintained in a clean and safe condition at all times withi required barricades and covered walkways. When excavation or other operations outside the Project] limitsi is required, the Contractor shall, immediately  Contractor'se employees, Subcontractors, sub-subcontractors  the construction.  extension to the Contract Time.  monies due or to become due the Contractor.  following that work, return the area toi its original condition.  18    All catch basins and storm drain lines int the vicinity oft the Project site shall be protected at all times from entry of dirt, rubble and other debris. The residue from the cleaning oftrucks, wheelbarrows, concrete buggies, etc. must be prevented from entering the drainage system, and ifcleaningi is done, the residue must be contained andi removed from the Project site with other 7.18 No burning ofr refuse or debris shall be allowed inside or around the Project during the course ofconstruction without written authority from authorities having jurisdiction and the 7.19The Contractor shall provide for and maintain necessary safety measures and safety programs for the protection ofall persons involved with the Work. Such measures and programs shall include the requirements of the most current edition of the CAGC Safety and] Health Manual [ort the AGC Accident Prevention Manual in Construction), or equivalent requirements, ands shall fully comply with alll Federal, State, and local laws, rules, regulations, and building code requirements relating to the prevention of accidents ori injuries toj persons on or about the All trenches, excavations, or otherl hazardsi in the vicinity oft the Work shall be welll barricaded, and properly lighted ati night. When Work requires closing of ana area normally used by the Owner ort the public, the Contractor shall: furnish, erect, and maintain temporary barricades, and properly light the area. The Contractor shall comply with any directions and public authorities 7.20 The Contractor shall designate ar responsible officer or employee as safety inspector, whose duties shalli include accident prevention ont the Project as well asi implementation oft the Contractor'ssafety measures and safety programs on thel Project. The name oft the safety inspector shall be made known tot thel Designer andt the Owner att the pre-construction 7.21 Ine emergencies affecting the: safety of persons, the Work, or property at the Project site or adjacent thereto, the Contractor is obligated to act int the Contractor's discretion toj prevent threatened damage, injury, or loss. As soon as practicable, the Contractor shall notify the Designer and Owner ofs such emergency. The Contractor shall give the Designer and the Owner prompt written notice of any significant changes int the Work or deviations from the Contract Documents caused by suche emergency. Ifthe Contractor believes that additional work donei in an emergency entitles the Contractor to ani increase in the Contract Price or an extension oft the Contract Time, the Contractor may make a claim therefore as provided in Articles 14: and/or 15. 7.22 The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused byt the Work. Atl least weekly and at the completion ofthe Work, the Contractor shall remove all waste materials and rubbish: from and about the Project. At the completion oft the Work, the Contractor shalli remove all tools, construction equipment, machinery, ands surplus materials. The Contractor shalll leave the Work in condition: for occupancy by the Owner such that no cleaning or other operations are required. Material cleared from thel Project and deposited on adjacent property shall not be considered as having been disposed of satisfactorily. Ift the Contractor fails tol keep the Project clean of waste materials or  refuse. Owner.  location ofthe Work.  int this respect.  conference.  19    rubbish, fails tos satisfactorily clean-up weekly or at the completion oft the Work, the Owner may dos so andt the costs thereof may be deducted from any amounts due the Contractor. 7.23 Utilities, temporary facilities, and signs shall be provided as described int the Contract Documents. Absent a contrary direction int the Supplementary Conditions, the Contractor shall pay all bills for water, electricity, or other public utility service tot the Project site. 7.24 The Contractor shalli indemnify and] holdt the Owner, the Designer, the Designer's consultants, and their officers, agents, and employees harmless against all costs, damages, and expenses, including attorney's fees and costs of defense, arising out of claims by any separate contractor or by any Subcontractor, sub-subcontractor, or supplier engaged by or employed by the Contractor or employed by any ofthe Subcontractors claiming through him, including without limitation damages, losses, and expenses arising out of or relating to any inconvenience, delay, interference, or other action or non-action of the Contractor or the Nothing contained herein or appearing anywhere in the Contract Documents shall obligate or require the Owner to exercise any right or privilege, or to take any action or tor refrain from taking any action under any contract iti may have with any other prime contractor or party to the Project for thel benefit oft the Contractor or any Subcontractor, sub-Subcontractor, or supplier 7.25 Prior to completion oft the Work and Final Payment oft the Contract Price, excepting only those portions oft the Work deemed accepted in accordance with the Contract Documents, the Contractor shall have charge and care of the Work, and shall take every precaution against injury or damage to any part duet tot the action oft the elements orf from any other cause, whether arising from the execution or from the non-execution of the Work. The Contractor shall as required by the Owner replace, rebuild, repair, restore, and make good all injury or damage to any portion oft the Work occasioned by any of the above causes before Final Completion and 7.26 Int the event that the Work, or any portion thereof, is suspended ata any time pursuant to an order oft the Owner, the Contractor shall obey alli instructions oft the Owner regarding storage of materials, drainage, protection oft the Work, and erection of temporary structures during the 7.27 Ift therei isa al Project Expediter assigned tot the Project, that person shall be responsible for the coordination of the Work ofi itself and any other separate contractors, both as tos space and time. Thel Project Expediter shall coordinate the implementation of the Contract Construction Schedule, all construction activities and close-out oft the Project, including but not limited to all testing, inspection, certifications, and approvals required by public agencies. Iftherei is nota Project Expediter, thent the Construction Manager will be responsible for these duties. The Contractor and thel Project Expediter shall each be required to notify the Designer and the Owner promptly of any event or condition which could affect the conduct or progress ofthe Work and shall cooperate fully with all other contractors on the Project site.  Contractor's Subcontractors on the Project.  claiming through the Contractor.  shall bear the expenses thereof.  suspension period.  20    7.28 The Owner hereby delegates tot the Project Expediter all ofi its duties to coordinate andt to expedite the Worki not expressly reserved to the Owner by other provisions oft the Contract 7.29 All Work performed pursuant to the Contract Documents shall conformi in all respects to the North Carolina State Building Code and all other state, local, andi national codes ine effect at 7.30 The Contractor shall provide for and maintain necessary safety measures and safety programs for the protection of allj persons at the Project site, and shall comply at all times with the requirements oft the most current edition oft the CAGC Safety and Health Manual [or the AGC Accident. Prevention Manual in Construction), or the equivalent requirements oft the Contractor's safety program, ands shall fully comply with all Federal, State, and local laws, rules, regulations, and building code requirements so as to prevent accidents or injuries to persons on or about the Project site. The Contractor shall clearly mark or post signs warning ofexisting hazards, and shall barricade excavations, elevator shafts, stairways, and similar hazards. The Contractor shallj protect against damage or injury resulting from falling materials, ands shall maintain allj protective devices and signs throughout the progress oft the 7.31 The Contractor shall adhere to the rules, regulations, and interpretations of the North Carolina Department ofl Labor's Occupational Safety and] Health Standards for the Construction Industry (29 CFR Part 1926 as adopted in 131 NCAC 07F.0201, including 29 CFR Part 1910 General Industry Safety and] Health Standards applicable to construction) and] N.C. Gen. Stat. $95-1261 through 155 (Occupational Safety andl Health) as well as all revisions and amendments tos such standards or statutes as may occur throughout the performance oft the Work. 7.32 Any land disturbing activity performed by the Contractor in connection with the Project shall comply with all erosion control measures set forth in the Contract Documents and any additional measures whichi may be required in order to ensure that the Project isi in full compliance witht the Sedimentation Pollution Control Act of1973, as implemented by Title 15 North Carolina Administrative Code, Chapter 4, Sedimentation Control, Subchapters 4A, 4B and 4C, as amended (15 NCAC 4A, 4B, and 4C), and as may be revised or amended int the future. Upon receipt ofnoticet that al land-disturbing activity isi in violation ofs said Act, the Contractor shall be responsible for ensuring that all steps or actions necessary to bring the Project in compliance with said Acta are promptly taken. The Contractor shall be responsible for all penalties assessed pursuant tol N.C. Gen. Stat. 113A-64 with respect to its Work, and shall indemnify and hold harmless the Owner from all costs and expenses, including attorney's fees and costs of defense arising out of or related tot the enforcement of the Act against any party or 7.33 Any mechanical or electrical work such as sleeves, inserts, chases, etc. located in the Work oft the Contractor: for general works shall be builti in by that Contractor. On multiple prime projects, the mechanical and electriçal contractors shalls set all sleeves, inserts, and other devices built into the structure in cooperation and under the supervision of the Contractor for general work. The responsibility for exact location ofs suchi items shall be that oft the mechanical,  Documents.  the time ofand applicablet tot this Work.  Work.  person described int this Article.  plumbing, or electrical prime contractor.  21    7.34 The Contractor shall be responsible forj permanently fixed service facilities and use during progress oft the Work and: shall strictly adheret to the following procedures: systems in a) Priort toa acceptance oft the Work by the Owner, the Contractor shall remove and replace any part oft the permanent building systems damaged through use during construction. b) Temporary filters shall bei installed ine each oft thel heating and air conditioning units, return air grilles, and other locations toj prevent intrusion of dust, dirt, and debris during construction. Temporary filters shall be removed and replaced with new: filters immediately c) Extra effort shall ber maintained tol keep the building clean and under no circumstances shall air systems be operated iff finishing operations are creating dusti ine excess of what would be d) Whent the permanent lighting system is used during construction, lamps shall bei replaced  prior to Substantial Completion.  considered normal ifthe building were occupied. and shall ber new ont the date of Substantial Completion.  ARTICLE8.OWNER  8.1 The Owner shall issue communications. and notices to the Contractor through the Designer 8.2 In case of termination oft the employment oft the Designer, the Owner shall appoint as Designer a qualified person who shall have and assume all rights and duties held byt the original 8.3 The Owner shalll have the right to take possession of andi use any portion of the Work notwithstanding the fact that the timei for completion ofs such portion oft the Work may not have expired, but such taking possession and use shall not be deemed an acceptance of any Work not 8.4 A waiver on thej part of the Owner of any breach of any part of the Contractor shall not be 8.5 The Owners shall pay all permanent acreage fees, governmental impact fees, and meter  tot the extent contemplated byt the Contract Documents.  Designer.  completed in accordance with the Contract Documents. heldt to be a waiver of any other or subsequent breach.  deposits forj permanent utilities.  AICEACONSTRLCTION MANAGER  9.1 The Owner may employ one or more Construction Managers for the purpose of assisting the Owner, Designer, and Contractor in developing and administering budgets and cost controls, in evaluating constructability and value engineering proposals, in establishing and maintaininga critical path method (CPM) schedule, in coordinating and/or expediting the Work with other projects being constructed byt the Owner or others adjacent or near the Work, or for such other purposes as the Owner may deem appropriate. From time to time the Owner may identify such  22    Construction Managers(s) tot the Contractor in writingi identifying any tasks assigned to such  Construction Managers(s). ARTICLE: 10. DESIGNER  10.1 Thel Designer is charged witht the responsibility ofi interpretation oft the Contract Documents. The Designer's decisions relating to aesthetic matters shall be final. 10.2 All Work completed under the Contract Documents shall be subject to review by the Designer. No Worki ist to be covered without thel Designer's review or prior authorization. Any Work sO covered without thel Designer's review or prior authorization shall be uncovered at the Contractor's expense. The Contractor shall notify the Designer in writing at least twenty-four 10.3 Thel Designer shall not be responsible for the construction means, methods, techniques, sequences, procedures, or the safety precautions and programs incident thereto, ands shall not be responsible fort the Contractor's failure toj perform the Work in accordance with the Contract Documents, but shalll be entitled to enforce any requirements int the Contract Documents specifying particular means, methods, techniques, sequences, or procedures. 10.4 Thel Designer shall be an Owner's representative during the construction period. The duties, responsibilities and authority oft the Designer ast the Owner's representative during  (24)! hours ina advance of covering any Work.  construction are as set forthi int the Contract Documents.  ARTICLEII.CONTRACTTIME  11.1 Within fourteen (14) days, or within at time set by mutual consent oft thel Parties, after execution oft the Contract Agreement by the parties, the Contractor shall prepare and submit to the Designer and Owner for review and approval aj preliminary progress schedule for the Work 11.2 Within fourteen (14) days after execution oft the Contract Agreement by the parties, or within the time set by mutual consent oft thel Parties, the Contractor shall submit tot the Designera a Submittal Register listing all Submittals the Contractor isi required to make or proposes tor make under the Contract Documents, the dates on which the Contractor proposes tor make such Submittals and the dates by which the Contractor reasonably requires ar response from the Designer withi respect to each Submittal. The dates submitted shall be incorporated: into the Contract Construction Schedule as Completion Dates when they have been approved or modified byt the Owner. Thel Designer shall not be required to review any Submittal from the Contractor until a Submittal Register acceptable to and approved by the Owner has been submitted by the 11.3 Not later than thirty (30) days following execution and delivery oft the Contract Agreement by Owner to Contractor, or upon a date agreed to by mutual consent oft the Parties, the Owner shall deliver tot the Contractor: al Notice tol Proceed. Thel Notice tol Proceed shall statea commencement date on whicht the Contractor will begin the Work to be performed under the  pursuant tot the requirements statedi in the Contract Documents.  Contractor.  23    Agreement. The Contract Time shall bei measured from said specified commencement date. The commencement date stated int thel Notice tol Proceed shall not be earlier than three days after If, othert than by mutual agreement, said specified commencement datei is more than days after the date ofe execution and delivery oft the Agreement from Owner to Contractor thirty and (30) the Contractor believes said delay justifies ani increase in Contract Price and/or ane extension of Contract Time, the Contractor may make ac claim therefore as provided in Article 14: and/or No Work shall be done prior tot the dates specified in thel Notice tol Proceed. Af final Contract Construction Schedule shall be submitted for approval by the Contractor, Designer, and Owner no later thant thirty (30) days after Notice tol Proceed. Noj payments shall be duet the Contractor until this schedule is approved by all parties. 11.4The Contract Construction Schedule isa Contract Document. The Contractor represents that the Contract Construction Schedule has been reviewed in detail, that the Contractor participated in itsp preparation, that all oft the activities whichi impact, limit, or otherwise affect the time of completion oft the Work are showni int the Contract Construction Schedule and that all ofthe activities ofo others whichi impact, limit, or otherwise affect the start, duration, or completion oft the Contractor's: activities are also shown. The Contractor further represents that the Contractor can and will complete each activity within the time shown for that activity. Timei is oft the essence with 11.51 Ift the Contractor submits a construction schedule, progress report, or any other document thati indicates or otherwise expresses ani intention to achieve completion oft the Work prior to any Completion! Date required by the Contract Documents or prior to expiration oft the Contract Time, nol liability oft the Owner to the Contractor for any failure oft the Contractor to sO complete 11.6 Ifthe Contractor, for reasons beyond the Contractor's control, is delayed in beginning any activity, the Contractor shall, nevertheless, have the same number of days asi is shown int the Contract Construction Schedule for the activity, and the affected activity and any succeeding activity that is dependent upon that activity shall be adjusted accordingly; provided that at time the Owner, by means ofa Change Order, may require the Contractor to work overtime, any increasel labor forces or to take any necessary or appropriate action to decrease the time required to for any activity, and the Contractor shall be entitled to an adjustment int the Contract Price 11.7 At any time, the Owner may order the Contractor, on seven (7) days written notice, to begin any activity earlier than the starting date shown ont the Contract Construction Schedule. 11.8 Should the Contractor fail tos start any activity ont the start date shown in the Contract Construction Schedule or as iti may have been adjusted, or become delayed, the Contractor without being entitled to anyi increasei int the Contract Price or other compensation, work shall, increase labor forces or takes such other action as may be necessary or appropriate to complete overtime, the  thel Notice tol Proceed iss served ont the Contractor.  (3)  Article 15.  respect to each such activity and Completionl Date.  the Work shalll be created ori implied.  computed in accordance with Article 15 oft these General Conditions.  24    activity by the Completion Date shown ont the Contract Construction Schedule, or as such 11.91 Thel Designer and Owner orl his Construction Consultant shall monitor progress oft the Work ata all times and the Contractor: shall cooperate with such monitoring and provide any and all information with respect to thej progress oft the Work ands scheduling as the Owner may 11.10 Ona ai monthly basis, the Contractor shall reviset the Contract Construction Schedule, showing any adjustments made by any Change Order, the progress of the Work, and any days gained or days lost with respect to any activity, ands shall furnish copies thereoft to the Owner and 11.11 Should any monthly revision of any Contract Construction Schedule show that the Contractor is behind on any activity, thel late completion of which could delay Substantial Completion of the Work, the Owner shall be entitled to withhold from the next Progress Payment duet the Contractor an amount not exceeding the amount the Owner would be entitled toi in Liquidated Damages, should Substantial Completion be delayed by the same number of days that the Contractor is currently behind schedule. If, subsequently, the Contractor's progress, as shown bya any succeeding monthly revision to the Contract Construction Schedule, iss such that the anticipated delay no longer exists, the Owner shall pay with the Progress Payment next due to the Contractor such amounts as have been withheld in accordance with this paragraph. 11.12 The Owner shall have the right toj perform Work, hire and employ labor and craftsmen, rent equipment, subcontract with other parties, or do anything that the Owner deems necessary or appropriate to remedy or cure any delay by the Contractor in the progress oft the Work. Such action by the Owner shall not,i in any way, affect, void orl limit any warranty, guaranty or other responsibility oft the Contractor under the Contract Documents. Such action may bet taken byt the Owner only after three (3) days written notice tot the Contractor. All costsi incurred byt the Owner int taking any such action shall be charged to the Contractor and deducted from any amounts 11.13 The Contractor may be entitled to and extension oft the Contract Time (but noi increase in the Contract Sum) for delays arising from unforeseen causes beyond the control and without the fault or negligence oft the Owner, the Contractor or the Contractor's! Subcontractors as follows: a) Labor disputes and strikes that directly impact the critical path activities oft the Contract b) Acts of God, tornado, fire, hurricane, blizzard, earthquake, typhoon, or flood that damage c) Acts oft the public enemy; acts oft the State, Federal, orl local government in theirs sovereign  Completion Date may have been adjusted.  reasonably require.  Designer.  remaining due undert the. Agreement.  Construction Schedule; completed Work ors stored materials. d)Abnormal inclement weather.  capacities.  25    11.14 On any day that the Contractor considers that the Project is delayed by adverse weather conditions, the Contractor shall identify in writing to the Designer and the Owner the adverse weather conditions affecting each activity, the specific nature oft thea activity affected, the number ofhours lost, and the number ofa andi identity (by responsibility or trade) of workers affected and shall obtain fromt thel Designer written recognition of the delay. Thet time for performance of this Contract includes an allowance fora ai number of calendar days which may not be suitable for construction Work by reason of adverse weather. The Contract' Time willl be extended ifthe 11.15 Ifthe Contractor believes that thej progress of the Work has been adversely affected adverse weather recognized by thel Designer during aj particular month, the Contractor shall by submit a written request for extension oft time tot thel Designer. Such ai request for time extension oft the Contract Time shall bes submitted in writing to the Designer, copies tot the Owner, within twenty days following the cause for delay. Inc case of continuing cause for delay, the Contractor shall notify thel Designer, with copies to the Owner, within twenty days oft thel beginning oft the delay and only one claim isi necessary. The request shall include, but is not limited to, the  Owner and Designer agree with the adverse weather delay.  following information:  a) b)  Detailed description of weather's effect on scheduled activities and Weather records from the official weather station nearest the  its net effect ont the criticalj path oft thel Project, and  Project site and records ofactual observation as contained in daily reports, correspondence, or 11.16 The Contractor specifically recognizes that a delay by the Contractor in achieving any Completion Date can! have the effect of delaying the Substantial Completion oft the Project, that such delay in Substantial Completion oft the Project will necessarily cause damages, losses, and expenses to the Owner, including, but not limited tos and by way ofi illustration only, increased capitalized costs andi interests for thel Project, increased and extended Project overhead, Designer's and Consultant's fees, increased costs of construction, increased and extended operation costs of other facilities, andi inefficiency andl loss of productivity, and thats such damages, losses, and expenses may not be readily identifiable or ascertainable at the time they are incurred or at any time. Therefore, andi inr recognition oft these factors and the likelihood that actual damages from his delay willi not be readily ascertainable, the Contractor agrees toj pay to the Owner $1,000.00 one thousand dollars, asl Liquidated! Damages per Day, for each day by which the failure tor meet any Completion Dates showni int the Contract Construction Schedule, adjusted ina accordance with 11.17 The Contractor shall not be entitled to any adjustment in the Contract Price or compensation from the Owner for any delay in the completion of or progress on the Work other caused by a force majeure condition or is otherwise not caused the sole and direct thati is 11.18 The sum for Liquidated! Damages ist the amount stipulated in the Contract Agreement per day asl Liquidated Damages reasonably estimated in advance to cover the losses to bei the Owner by reason of failure ofs said Contractor(s) to complete the Work within the time incurred by specified, such time being of the essence oft this Contract Agreement and a material  other documentation.  this Article, delays the Substantial Completion oft the Project.  omission of the Owner and the Owner'se employees or agents. by  act or  consideration thereof.  26    ARTICLE 12. CHANGES IN THE WORK  12.1 Without invalidating the Contract Documents, the Owner may, at any time, or from time to time order additions, deletions, or revisions in the Work. Said additions, deletions, or revisions shall be authorized only by written Change Orders, Construction Change Directives or Field Orders. Upon receipt ofa Change Order, Construction Change Directive orl Field Order, the Contractor shall proceed with the Work involved. All such Work shall be executed under the applicable conditions oft the Contract Documents. Ifany change causes ani increase or decrease in the Contract Price and/or an extension or shortening oft the Contract Time, adjustments shall be In order to expedite the Work and avoid or minimize delay in the Work that might affect the Contract! Price or Contract Time, thel Designer may issue a Change Orderi int the form ofa Construction Change Directive which when signed by the Owner and Designer, directs the Contractor toj proceed promptly with the Work involved. Any claim for an adjustment in Contract Price or Time, ift not defined int the Construction Change Directive, shall be promptly 12.2 Thel Designer may: authorize minor changes or alterations in the Work not involving change int the Contract Price ori in the Contract Time and not inconsistent with the overall intent of the Contract Documents. These may be accomplished by al Field Order. Such alterations shall not invalidate the Contract Documents nor release the surety. Ift the Contractor believes that any minor change or alteration authorized by the Designer entitles him to an increase int the Contract Price and/or ane extension of Contract Time, he may make a claim therefore as provided in 12.31 Excepti in an emergency endangering life orj property, no change shall be made by the Contractor except upon prior written Change Order, Directive orl Field Order authorizing such 12.41 Increases int the Contract Price and/or extensions oft the Contract Time for additional Work performed by the Contractor shall only be in accordance with a written Change Order signed by the Owner and Designer. The Contractor shall not be entitled to additional time ort to additional compensation for any Work performed or material supplied whichi is claimed tol have been authorized or settled by an' "oral" change, or by a' constructive" or' "implied" change, or bya course of conduct, or by any action or non-action by the Owner, Designer, or any other persons, or by any means whatsoever other than by a written Change Order for such Work or material 12.5 Changes int the Work resulting from emergency shall not invalidate the Contract Documents 12.61 Neither the Owner nor the Designer shall be responsible for verbal instructions which] have not! been confirmedi in writing, andi ini no case shall such instructions be interpreted as permitting ac departure from the Contract Documents unless suchi instruction is confirmed in writing and supported byap proper Change Order, Construction Change Directive or Field Order, whether or 12.7 The Owner, ini its sole discretion, may require that the Contractor. notify the Contractor's sureties ofa any changes affecting the general scope oft the Work or change int the Contract Price, and that the amount ofa applicable bonds shall be adjusted accordingly. Ifthis requirement is exercised, the Contractor shall furnish proof of such adjustment to the Designer and the Owner.  made as provided in Article 11 and/or Article 13.  made in writing.  Article 11 and/or Article 13.  Change.  signed byt the Owner and the Designer. nor release the surety.  not the cost is affected.  27    Ifthis requirement is exercised, the Change Orders shall require written consent of the Contractor's surety. At the time ofs signing a Change Order, the Contractor shall be  to required  certify as follows:  "Icertify that all sureties have been notified that my contract has been altered by the amount oft this Change Order, and that a copy of the approved Change Order willl be mailed to all sureties uponi its  receipt by me."  Ifthis requirement is exercised, noj payment tot the Contractor on account ofa any Change Order shall become due or payable until written evidence of the surety's consent to the Change Order has been furnished tot the Designer and tot the Owner, andt the furnishing of such written consent 12.8 The Contractor shall support all requests for Change Orders witha a detailed cost breakdown showing cost ofr materials, labor, equipment, transportation, other items, Contractor's overhead and profit, andt total cost, in accordance with methods defined int this Article, and, ifthe seeks an extension of the Contract Time, with ai time-related diagram which demonstrates request 12.9 When ai request for a Change Order involves a Subcontractor, the Contractor shall provide quotation from same on Subcontractor's letterhead. The Subcontractor's quote shall list materials,  isac condition precedent tos such payment.  specifically why ani increase in construction time isi needed. equipment, and labor separately, and show overhead and profit. ARTICLE! 13. CHANGE OF THE CONTRACTPRICE Price. The Contract Price may only be changed by a Change Order.  13.17 The Contract Price constitutes the total compensation payable to the Contractor for performing all Work under the Contract Documents. All duties, responsibilities, and obligations assigned to or undertaken by the Contractor shall be at his expense without change in the Contract 13.2 Any claim for an adjustment int the Contract Price shall be in writing and written notice of any event, action, or non-action which may become the basis ofac claim shall be delivered to the Owner and thel Designer within three (3) days of the occurrence, or the beginning oft the occurrence, ofa anys such event, action or non-action giving rise tot the claim. Such written notice isac condition precedent tot the making ofa claim, and such notice shall describe the basis oft the Ad claim shall be madei in writing ands shall be delivered tot the Designer and the Owner nol later than fourteen (14) days after such notice. The claim shall describe in detail the basis for the claim, with specific reference to any provisions oft the Contract Documents, by. paragraph, drawing number, or other specific identification, ands shall state the amount claimed and how it is calculated. Ifthe Contractor, att the time the claim is made, is unable to state the amount claimed with accuracy, the Contractor shall so state and provide the estimated amount and the basis on which the amount ist to be calculated. At the earliest date practicable, but ini no event more than thirty (30) days after Contractor's notice of claim, the Contractor shall the claim with an accurate statement of the amount claimed and howi it has been calculated. supplement The Contractor shall provide, in writing, ins support oft the claim all such explanations, arguments, data, receipts, expert opinions, or other documents ori information as the Contractor deems appropriate to be considered ins support oft the claim. A claim may properly be byt the Owner by reason oft the Contractor's failure to submit adequate or accurate rejected documentation ori information, except that within seven (7) days after being given notice the claim has been rejected ont thist basis, the Contractor may, submit additional documentation that ori information. No claim for a change of the Contract Priçe shall be considered or granted (except solely att the discretion oft the Owner) unless a claim is so made, nor shallt the  potential claim with reasonable detail and clarity.  28    Contractor be entitled to anyi increase int the Contract Price unless the Contractor has given notice and mades such a written claim within the times required. The Owner shall decide, after obtaining the advice oft the Designer, whether ani increase in Contract Pricei is warranted, and thea amount of such increase shall be determined. Any change int the Contract Price resulting from any such claim shall bei incorporated in a Change Order. Any change in the Contract Price or on a Change Order must be approved by the Board of County Commissioners or the County Manager and any, decision by the Board or the Manager will be relayed to the Contractor within seven days after the Board's consideration. Any claim on which the Owner has not provided its decision tot the Contractor within the applicable time period shall be The Owner shall advise the Contractor ofi its decision with respect to the claim within fourteen (14) days ofi its receipt, or oft the receipt of additional documentation or information ifthe absence of suchl has previously been the basis of rejection of the claim; provided, however, that if,i ini itss sole discretion, the Owner deems that review or consideration of any part oft the claim or any matter related thereto by its governing Boardi is necessary or appropriate, its shalls so advise the Contractor and shall provide its decision tot the Contractor within seven (7) days after such Board consideration, review or action. Any claim on which the Owner has not providedi its decision tot the Contractor within the applicable time period shall be deemed denied. Ifthe Contractor isi not satisfied witht the decision of the Owner, the Contractor may within seven (7)days ofi receipt oft the Owner's decision initiate the mediation process as describedi in Appendix A1 tot the General Conditions oft the Contract for Construction. 13.3 In determining the amount ofa Contract Price adjustment, the parties shall apply the (A) Change in Work: The Owner and Contractor shall negotiate in good faith and attempt to agree upon the value of any change (extra or decrease) in Work prior tot the issuance ofa Change Order covering said Work. Such Change Orders shall set forth the corresponding adjustment to the Contract Price. Ini the event the Owner and the Contractor are unable to agree, (B) Emergency Work: In the event ofe emergency endangering life or property, the Contractor may be directed by the Designer toj proceed on a time and material basis, whereupon the Contractor: shall so] proceed and keep accurately, in such form as may be required by the Designer, a correct account of costs together with allj proper invoices, payrolls, and supporting 13.4 Where the Contract Pricei is tol be adjusted, the following limitations shall apply in  deemed denied.  following methods, as appropriate:  the Owner shall grant an equitable adjustment int the Contract Price.  datai therefore.  determining the amount of adjustment:  (A) profit combined. (B)  Int the case ofextra or emergency, work, the Contract Price shall not be Int the case ofa decrease in Work, the Contract Price shall not be  increased by more thant the reasonable, actual, and documented net cost of the extra or emergency work plust tenj percent (10%) of suchi net cost on Work performed by the Contractor and five percent (5%) thereof on any subcontracted Work for overhead and decreased byl less than the net cost oft the deleted Work plus five percent (5%) of such Thet term' net cost' as used herein shalli include, as applicable, and shall be limited to, all direct labor, direct material, direct equipment, labor burden, sales taxes, shipping and handling charges, permits and fees, and insurance and bond premium adjustments, if any, attributable to  direct net cost for profit and overhead.  29    the change. All otheri items of cost shall be considered as overhead and covered the The Contractor shall provide worksheets or tabulations describing the method by which the direct net cost was calculated, and shall provide all data needed tos support the calculation 13.5 Where the Contract Price is to be adjusted by negotiation, the Owner authorize designate thel Designer to negotiate with the Contractor on behalf of the Owner; may however, any agreement reached between the Contractor and Designer shall be subject provided, to  percentages allowed ins sections A and B of this paragraph. directi net cost, alli inaf form acceptable to the Owner.  by  oft the and  approval by the Owner  ARTICLE: 14. UNFORESEEN CONDITIONS  14.1 Should the Contractor encounter unforeseen conditions at the Project site materially differing from those shown on thel Drawings ori indicated in the Specifications or materially from those ordinarily encountered and generally recognized as inherent differing in work the character provided for int this Agreement, the Contractor shall immediately, in no of event more than three days later, give notice to the Owner of such conditions before and disturbed. The Owner and the Designer shall thereupon promptly investigate the conditions they are and ifthey findt that they materially differ from those shown on the Drawings ori indicated the Specifications, they shall at once make such changes in the Drawings and/or Specifications as they may find necessary. Any increase or decrease in the Contract Price resulting from such changes shall be adjusted in the manner provided herein for adjustments ast to extra and/or additional Work and changes. However, neither the Owner nor thel shall be liable or responsible for additional work, costs, or changes to the Work that could Designer havel been reasonably determined from any reports, surveys, and analyses made available the Contractor's review or that could have been discovered by the Contractor through the for  in  performance ofi its obligations pursuant tot the Contract Documents. ARTICLE: 15. CORRECTION OF WORK. BEFORE FINAL PAYMENT 15.17 The Owner has the authority to stop or suspend work, and the Designer has the order Work removed ort to order corrections of defective Work or Work noti in the Contract Documents where such action may bei necessary to ensure: successful compliance with Any work, materials, fabricated items, or other parts of the Work which have been found by the Designer to be defective or not in accordance witht the Contract Documents shall be condemned and shall bei removed fromt the Project by the Contractor, and immediately replaced by new Worki in accordance with the Contract Documents at no additional cost toi the Owner. Work or property of the Owner or others damaged or destroyed by virtue of such condemned Work Correction of condemned Work described above shall be commenced by the Contractor within twenty-four (24) hours after receipt ofnotice from thel Designer and shall make satisfactory, progress, as determined by thel Designer, until completed. Should contractor failt with required corrections, the owner may complete the work ina accordance with. Article to proceed 17. Condemned Work removed shall be thej property oft the Contractor and shall be removed thel Project by him within ten (10) days after notice tor remove: it, andi ifr not then removed, from thereafter may be disposed of by the Owner without compensation tot the Contractor and the ofs such disposal shalf be deducted from amounts due ort tol become due tot the Contractor. cost  to authority completion of  the Work.  ber made good at the expense oft the Contractor.  shall  30    Should the cost of correction of the Work and, ifa applicable, disposal ofthe condemned Work the Owner exceed amounts due ort tol become due the Contractor, then the Contractor and the by Contractor'ss sureties shall bel liable for and shallj pay tot the Owner the amount ofs such excess. ARTICLE16. CORRECTION OF WORK AFTER SUNSTANTIALCOMPLETONK 16.11 Neither the final certificate, Final Payment, occupation of the premises by the Owner, nor any provision of the Contract Documents, nor any other act ori instrument oft the Owner or the Designer shall relieve the Contractor fromi responsibility for negligence, defective material or 16.2 The Contractor shall, at the Contractor'ss sole cost and expense, make all necessary, repairs, replacements, and corrections of any nature or description, interior or exterior, structural or non- structural, that shall become necessary by reason of defective workmanship or materials which appear within ap period of one (1), year fromt the date of Substantial Completion; provided, however that notwithstanding the preceding, if any longer guarantee period is specified for any particular materials or workmanship under the Contract Documents, or under any subcontract, inc connection with any manufactured unit which isi installed in the Project, or undert the laws of or 16.3] If, within any guarantee period, repairs or changes are required in connection with the Work, which are rendered necessary as the result of the use ofi materials, equipment, or workmanship which arei inferior, defective, or noti in accordance with the terms oft the Contract Documents, the Contractor shall, promptly upon receipt of notice from the Designer and without a) Completely repair or replace the Work sot that it conforms to the Contract Documents; c) Make good all damage which, int the opinion of the Designer, is the result of the use of materials, equipment, or workmanship which are inferior, defective, or not in accordance with d) Make good any Work or material, or any equipment or contents disturbed in fulfilling If, inj fulfilling the requirements oft the Contract Documents or of any guarantee embraced therein or required thereby, the Contractor disturbs any work, facility, premises, or construction belonging to the Owner, the Contractor shall: restore such disturbed work to a condition satisfactory to the Owner, and shall guarantee such restored work tot the same extent asi ifit Ifthe Contractor, after notice, fails toj proceed promptly to comply with the terms ofthe guarantee, the Owner may have the defects corrected, and the Contractor and the Contractor's sureties shall bel liable for all expenses incurred. "Promptly" is defined as within twenty-four (24)! hours for systems necessary to normal operation of the building and within seventy-two (72) hours for all other items. All special guarantees applicable to definite parts oft the Work that may bes shown in orI required by Contract Documents shall be subject to the terms oft this paragraph duringt the first year oft the lifec of such special guarantee. Manufacturer'ss standard guarantees or warranties which do not comply with thet time limit specified herein shall be extended by the Contractor automatically without further action on the part of the Owner or the  WARRANTIES AND GUARANTIES  workmanship, or failure to comply with the Contract Documents.  the State ofNorth Carolina, the longer guarantee period shall govern.  expense to the Owner:  b)  Correct all defects therein; the terms oft the Contract Documents; and  any such guarantee.  were Work under the Contract Documents.  Designer. 31    16.41 In: and before the expiration oft the eleventh calendar month after the date of Substantial Completion, and at the request oft the Owner, the Contractor, the Owner the make ani inspection oft the Work for the purpose of identifying defective andt Designer and/or shall materials. Ifthe Contractor, having been requested to do so the Owner, workmanship suchi inspection, the Contractor shall be conclusively bound by by any decision fails or toj participate the in Designer ast to any defective workmanship or material and as tot the Contractor's ruling by 17.1If, during thej progress of the Work or during any period of guarantee, the Contractor prosecute the Work properly or toj perform any provision oft the Contract after three (3) days written notice to the Contractor from the Designer, or Documents, from the Owner the Owner, Final Payment, may perform or have performed that portion oft the Work and cost thereof from any amounts due or tol become due the Contractor. Notwithstanding: may deduct the by the Owner under this paragraph, all warranties and bonds Contractor shall remain ine effect or shall be given by the Contractor. given 17.2 Should the cost of such action by the Owner exceed the amount due or tol become the Contractor, the Contractor and his sureties shall be liable for and shall  fori its repair or replacement.  responsibility  ARTICLE 17. OWNER'SI RIGHT TO1 DO WORK  fails to after. any action duet  or tol  be given byt the the pay to Owner the  amount ofs such excess.  ARTICLE 18.1 PARTIALI PAYMENTS  18.1 Within thirty (30) days after hisi initial receipt oft the Construction.  for  ord on the date agreed to by mutual consent of bothl Parties, the Contractor Agreement shall submit signatures, Designer a Schedule of Values. The Schedule of Values shall indicate the value of the to the including applicable overhead and profit, for each) Division and section oft the Project Work, Specifications. The Designer and Owner shall bej provided with the Contractor's estimate papers, values ifs Subcontractor so requested in agreements, supplier quotes, or other documents substantiating these documentation within seven (7) days after receipt oft the Designer's. written provide requested Schedule of Values shall bes subject to approval by the Owner, and ift the Owner request. and The the Contractor cannot agree upon the Schedule of Values, the Designer shall Schedule of Values as prepared by the Designer shall be binding on the prepare and it, and Contractor. Nol Request for Payment shall be certified by the Designer until Owner the the 18.21 During thei initial meeting between Owner, Designer and Contractor, a date be tot the Contractor by the Owner which will set forth the date each month a for Work done will be submitted. The Request for Payment for Work done Request will bej Payment the Contractor by the Designer. Thel Request for Payment will: show substantially provided to Work done (including the value of material delivered to the Project or stored the value of another site, subject to the conditions hereinafter set forth) during and shall sum upt the financial status of the Work with the following thep information: previous  writing byt the Designer. The Contractor shall  the  the Designer has will for provided by calendar the Contractor at month, made  issued approval of said Schedule of Values.  a) b) c) d) 32  Total Contract Price, including any adjustment thereto Value of Work completed andi materials properly stored to date.  pursuant tot the Contract Documents.  Less amount retained. Less previous payments.    e) f)  Current amount due. Balance remaining.  The Contractor, upon request oft thel Designer, shall substantiate the request withi invoices, 18.3 When payment is requested or made on an account ofs stored materials, such materials must bes stored on the Owner's property ats such places andi in such a manner as may be thel Designer. However, int the: sole discretion oft the Owner, with permissioni in writing designated from by the Designer and Owner and under such circumstances as may be determined by the Owner, such materials may be storedi ina a bonded warehouse. The location and conditions for storage ofs such materials away from the Owner's property ina a bonded warehouse shall be within the: sole discretion oft the Owner. Requests for Payment on account of stored materials shall be accompanied by paid invoices, bills of sale, warehouse receipts, or other documentary evidence establishing Owner's title tos such materials, evidence that the: stored materials arei insured against loss and damage, and: such other documentation as required by the Designer. Responsibility for the quantity, quality, and condition of such stored materials, whether stored on the Owner's property. ora away from the Owner's property, shall remain with the Contractor: regardless of ownership or title. Noj payment shall be made on account of materials stored in al bonded warehouse unless the Contractor has acquired written permission from thel Designer for such storage of materials and has complied with all conditions set forthi in such permission regarding 18.4 Any Request for Payment received by the Designer on or before the date provided to the Contractor at the initial meeting by the Owner of each calendar month shall be certified for payment or returned for re-submission to the Contractor on or before ten days following the submission. The Designer's. certification shall be for the amount which was requested or that which thel Designer has decided wasj justly due, and shall state in writing tot the Contractor and Owner the reasons for withholding payment of any or all oft the amount requested. 18.5Thel Designer may fail to certify all orj part of any payment requested for any oft the  vouchers, payrolls, or other evidence.  such storage oft materials in al bonded warehouse.  following reasons: a) b) c) received payment. d) e). f)  Defective Work not corrected.  Suits, actions, or claims of any character filed against the Information or notice that a Subcontractor or a supplier has not Thel balance unpaid oft the Contract Pricei isi insufficient to Damage tot the Owner or another contractor.  Contractor, or due to the operations oft the Contractor, ori information or notice that a suit,  action, or claim will be filed or has been made.  the Work int thej judgment oft the Designer or Owner,  complete  Inability oft the Contractor to meet a Completion Date, including an  anticipated failure tor meeta a Completion Date entitling the Owner to withhold anticipated  Liquidated Damages.  33    9) h) equitable.  Failure to furnish Submittal as required by the Contract Documents Such other reason as to the Designer may appear prudent,  onat timely basis ina accordance with the Submittal Register.  proper, or asa Work oft the shown on but the stored gross project Payment, shall less not  When grounds for withholding certification have been corrected, the Designer shall so the Owner andt the Owner shall make any payment due with respect tos such certification certify to 18.61 No certificate issued or progress payment made shall constitute an acceptance oft the 18.7 The amount certified by the Designer fori payment shall be ninety-fivej percent value of Work completed andi materials stored since the Designer's last certification (95%) as the Request for Payment, less any amounts not certifiedi in accordance with this amount shall bep paid byt the Owner on or before the last business day oft paragraph the month, 18.4, and payment shall not be past due until not paid within fifteen (15) days thereafter. 18.8 After certification byt thel Designer that the Work is fifty percent (50%) determination that the Contractor's gross project invoices, excluding the value complete, of materials based on a off-site, equal or exceed fifty percent (50%) oft the value oft the Contract, materials stored on-site shall not exceed twenty percent (20%) oft the Contractor's (except value of invoices for1 the purpose of determining whether the Project is fifty percent the Contractor has provided tot the Owner the written consent ofi its sureties (50%) tot the cessation complete) and further percentage retention, the amount certified for payment with respect tos subsequent of Requests for Payment shall be one hundred percent (f00%) of the value of Work materials stored since the Designer's last certification as shown on thel Request for completed and any amounts not certified; provided, however, that the aggregate of periodic exceed ninety-seven and onel half percent (97.5%) ofthe Contract Price. Ifthe payments Owner determines that the Contractor's performance under the Contract ist unsatisfactory, the Owner may resume withholding percentage retention from each subsequent periodic payment application up tot the maximum amount of five percent (5%) of the Contract Price. 19.2 Except ass set forthi inj paragraph 19.1, within forty-five days after Substantial thel Project, the remaining unpaid balance oft the Contract Price shall be tot the Completion of less ana amount equalt tot two and one-half times the value of punch list work paid or other Contractor, work remaining tol be completed or corrected, asi reasonably estimated' by the Owner. 19.3 Upon Substantial Completion, the Designer shall prepare and submit to the deficiency list identifying all portions of the Work which are known by thel Contractora at that to bei incomplete or defective. Within thirty (30) days of receipt of this deficiency Designer Contractor shall complete and correct alli items ont that list along with all achieve Final Completion oft the Work. At any time prior to completion of other the period Work required of warranty, thel Designer may submit tot the Contractor a supplemental deficiency in which case the Contractor shall complete or correct any and all newi items identified on list, the Supplemental deficiency list within the time period stipulated in Article 15. 19.41 Finall Payment ofa any remaining balance oft the Contract Price shall not due Contractor until the Contractor achieves Final Completion oft thel Project. be to the 19.51 Thei making and acceptance of Finall Payment shall constitute a waiver ofa all claims  part ofl his next payment afters such certification.  or any partt thereof.  ARTICLE 19.1 FINALI PAYMENT  time to  list, the  Owner except: 34  by the    a) b) C) d) e)  Claims arising from unsettled liens or claims against the Contractor. Faulty Work or materials appearing after Final Payment. Failure oft the Contractor toj perform the Work in accordance As conditioned in the Performance! Bond and Payment Bond. Claims made prior to) Final Payment which remain unsettled.  the Contract Documents, appearing after Final Payment..  with  19.6 Ther making and acceptançe of] Final Payment shall constitute a waiver of all claims by the Contractor except those claims previously madei in writing andi not finally resolved, except 19.7 Thel Designer shall not authorize Final Payment until all oft the Work under the Contract Documents has been certified by the Designer as completed, proper ands suitable for occupancy and use, and has been approved by all federal, state and local agencies having 19.8 The final Request for Payment shall be identified oni its face as such and: shall be presented byt the Contractor tot the Designer within thirty (30) days of completion of the Work. Final payment of the retained amount due the Contractor shall be made by the Owner within thirty (30) days after thel later of(i) full and Final Completion ofall Work required by the Contract Documents, and certification ofs such Work as provided in 18.4; (ii) submission ofthe affidavits of other documentation: required by Article 20; (ii) submission by the Contractor ofal Request for Payment identified oni its face as final and including the ARTICLE:20. CONTRACTOR, SUBCONTRACTOR AND SUPPLIER AFFIDAVIT Thel Final Payment due the Contractor on account of the Contract Documents shall not become due until the Contractor has furnished to the Owner through the Designer: (A) an affidavit byt the Contractor signed, sworn, and notarized tot the effect that all payments for materials, services, or for any other reason in connection with the Work or] performance oft the Contract Documents have been satisfied and that no claims or liens exista against the Contractor in connection with the same; (B)a affidavits from each Subcontractor: and supplier signed, sworn, andi notarized to the effect that (i) each such Subcontractor or supplier has been paidi in full by the Contractor for all Work] performed and/or materials supplied by him in connection with the Project, and (ii) that all payments for materials, services, and for any other reason in connection with the subcontract or supply contract have been satisfied and that no claims or liens exist against the Subcontractor or supplier inc connection therewith; and (C) the written consent oft the Contractor's: sureties tol Final Payment. Int the event that the Contractor cannot obtain an affidavit, as required above, from Subcontractor or supplier, the Contractor shall state int the Contractor's: affidavit that no claims any or liens exist against such Subcontractor or supplier to thel best oft the Contractor's knowledge, and that ifa any appear afterwards, the Contractor shall save the Owner harmless for all costs and  as notedi inl Paragraph 19.5.  jurisdiction.  certification.  Designer's  expenses, including attorney' s fees, on account thereof. ARTICLE21.. ASSIGNMENTS. ANDS SUBCONTRACTS  The Contractor shall not assign any portion of this Agreement nor subcontract the Work ini its entirety without the prior written consent of the Owner. Except as may be required under terms  35    oft theb bonds required by the Contract Documents, noi funds or sums  due tot the Contractor under the Contract Documents may be assigned. ofmoney due or tol become  ARTICLE:22. MEASUREMENTS  Before ordering material or doing. Work whichi is dependent for proper size ori installation coordination with building conditions, the Contractor shall verify all dimensions and shall upon be responsible for the correctness of same. No consideration will be given for any claim based differences between the actual dimensions andt those indicated ini the Contract Documents. on discrepancies betweent the Contract Documents and the existing conditions shall ber referred Any the Designer for adjustment before any Work affected thereby is begun. ARTICLE: 23. CONTRACTOR. AND SUBCONTRACTOR RELATIONSHIPS 23.1 Within thirty (30) days afteri initial receipt oft the Contract Agreement for Contractor shall submit tot thel Designer and Owner for acceptance a current list signatures of the names Subcontractors ands such other persons and organizations (including those who are toi furnish of Work. materials The or Contractor: equipment fabricated to a special design) proposed for any and all portions oft the submit al list of proposed Subcontractors with the Contractor's bid. Thel Designer shall required to reply tot the Contractor in writing stating whether or not the Owner or the Designer, after promptly due investigation, has objection to any such proposed person or entity ori ifiti needs additional information to evaluate the persons ont thel list. Failure oft the Designer to reply within ten days after the Contractor has furnished all requiredi information shall constitute notice ofno (10) The Contractor shall not contract with any suchj proposed person or entity to whom the Owner or thel Designer has made reasonable objection. ffthe Designer or Owner has reasonable objection to anys such proposed person or entity, the Contractor shall submit a substitute to whom the Owner and the Designer have noi reasonable objection. The Contractor shall makei no substitution for any Subcontractor, person, or entity previously allowed without first the Designer and Owner in writing andi no substitution may be madei ift the Owner or notifying 23.2 The Contractor agrees that the terms oft the Contract Documents, including allj portions thereof, shall apply to all Subcontractors oft the Contractor as ift they were the Contractor, that the Subcontractors oft the Contractor shall, by means of their subcontracts, be bound and 23.3 Payments to Subcontractors shall be madei in accordance with the provisions ofN.C. Gen.  to  the  shall provide this list at this time even ifthe Contractor was  objection.  makes a reasonable objection to such substitution. thet terms of the Contract Documents.  Designer bya all  Stat. $143-134.1.  ARTICLE:24. USE OFI PREMISES  24.1 The Contractor shall confine apparatus, the storage of materials, the endanger its safety, intended performance, or configuration.  of  and the disposal ofr material tol limits indicated' by law, ordinances, permits, operations and directions workers, of the will 24.2 The Contractor shall not load or permit any part of the Work tol be loaded with ay weight that  Designer, ffany.  36    24.3 The Contractor shall enforce all oft thel Designer'si instructions, including but not limited to, 25.1 Thel laws oft the State of! North Carolina shall apply tot thei interpretation and enforcement of this Agreement. Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, ort the performance or nonperformance of, this Agreement shall be brought in the General Court of. Justice ofNorth Carolina sitting in Lee County, North Carolina, andi itis agreed by the parties that no other court shall have venue with respect to such suits or actions. Appendix A: shall be aj part oft the Contract Documents. Priort toi initiating an action under this Article, any party tot this Agreement shall initiate the mediation process as provided in Appendix 25.2 Any person or firm thate expressly ori impliedly agrees toj perform labor or services or to provide material, supplies, equipment, work, performance or payment bonds, insurance or indemnification for the construction oft thel Project or the Work shall be deemed aj party to this Agreement solely for the purpose oft this Article 25. The Contractor, by means ofi its subcontracts, shall specifically require its Subcontractors to be bound by this Article.  those regarding signs, advertisements, fires, ands smoking. ARTICLE25. DISPUTE RESOLUTION  At tot these General Conditions of the Contract for Construction.  ARTICLE26.TAXES  26.1 The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority ont the Work ort the labor and materials used therein. The Contractor shall maintain all tax records during thel life oft the Project and furnishi the Owner with ac complete listing ofall taxes paid by taxing authority, invoice number, date, amount, etc. in a form acceptable tot the Owner. The Contractor is required tor maintain a file showing taxes paid on the Project for three (3)years after Finall Payment or turn said documents over to the Owner for his files. 26.21 The following isal list ofi requirements to be followed by the Contractor ini maintaining proper records and reporting the North Carolina Sales and Use Tax and] Local Sales and Use Tax. The Contractor shall comply fully with the requirements outlined below, in order that the Owner documentary. evidence showing the materials used and sales and use tax paid! by the Contractor and each of! his Subcontractors. Such evidence shall bet transmitted to the Owner with each pay the Contractor and each ofthe Contractor's Subcontractors individually, showing, total by purchases ofi materials from each separate vendor and total sales and use taxes paid to each vendor. Certified statements must show thei invoice number, or numbers, covered, and inclusive  may recover the amount oft the tax permitted under the law. requesti irregardless ofv whether taxes were) paidi int that period.  a) b)  Its shall bet the Contractor's responsibility toi furnish the Owner The documentary evidence shall consist ofa certified statement  dates ofs such invoices.  c) d) statements. 37  Materials used from Contractor's or Subcontractor's warehouse stock The Contractor shall not be required to certify the Subcontractor's  shall bes shown in a certified statement at warehouse stock prices.    ARICET.OPERATION OF OWNER'S FACILITIES facilities. The Contractor further agrees that the sequence of  The Contractor: agrees that all Work done under the Contract Documents shall be carried sucha aj manner so ast to ensure the regular and continuous operation oft the adjoining or oni in Documents shall be scheduled and carried out so as to ensure operations said regular and continuous operation. The Contractor shall not close any areas of construction until so authorized the Designer. The Contractor shall control operations to assure the leasti inconvenience tot by thej Under all circumstances, safety shall bei the most important consideration. ARTICLE29.7 TERMINATION OR SUSPENSION BY THE OWNER FOR CAUSE Ifthe Contractor fails to begin or complete the work under the Contract Documents within the time specified, or failst toj perform the work with sufficient labor and equipment or with sufficient materials toi insure thej prompt completion of said work, or shall perform the work shall discontinue the prosecution of the work for three days ori ifthe Contractor shall unsuitably become or insolvent, be declared bankrupt, commit any act of bankruptcy or insolvency, allow any final judgment tos stand against the Contractor ori its affiliated companies for aj period ofi hours, or for any cause whatsoever shall not carry on the worki in an acceptable manner, forty-eight the Owner may give notice in writing tot the Contractor and the Contractor's sureties of such neglect or default, specifying the same, andi ift the Contractor within ap period oft three (3); days delay, after such notice shall not proceed ing good faith and with reasonable speedt to correct such neglect, or default in accordance with such notice, the Owner shall have the full power and delay, authority, tot the extent permitted by law, without violating the Contract Documents, to take the prosecution oft the work out oft the hands oft the Contractor, to appropriate or use any or all materials and equipment at the project as may be suitable and acceptable, and may enter into an agreement for the completion oft the work or pursue such other methods asi int the Owner's opinion shall be necessary or appropriate for the completion oft the work in an acceptable manner. All costs and charges incurred by the Owner inj proceeding in accordance with the preceding sentence, including attorneys' fees, and all costs incurred by the Owner in the works shall be deducted from any money due or which becomes due the Contractor. completing Ifs such costs and expense incurred by the Owner shall be less than the sum which would have been payable undert the Contract Documents ifit! had been completed by the Contractor, the Contractor shall be entitled to receive the difference, but if such costs and expenses thent shall exceed thes sum which would have been payable under the Contract Documents, the Contractor the Contractor's: surety shall bel liable to the Owner for and shall payt tot the Owner the amount andt of ARTICLE29." TERMINATION OR SUSPENSION BY THE OWNER FOR 29.1 The Owner may, without cause, and ata any time and for any reason terminate serviçes and work at Owner's convenience. Upon receipt of such notice, Contractor Contractor's the notice directs otherwise, immediately discontinue the work and placing of orders shall, for unless materials, facilities and: supplies inc connection with the performance oft this Agreement. 29.2 Upons sucht termination, Contractor shall be entitled to payment only as follows: actual cost oft the work completed inc conformity with this Agreement; plus, 2) such other I)the costs actually incurred by Contractor as are permitted by the prime contract and approved plus, 3)t ten percent oft the cost oft the work referred to Article 29.1 for overhead and by Owner; shali be deducted from such sums as provided int this subparagraph the amount of! profit. There madet to Contractor prior tot the date oft the termination oft this Agreement. Contractor payments shall not  under the Contract adjacent  public.  such excess. CONVENIENCE  38    be entitled to any claim or claim of lien against Owner for any additional compensation or  damages int the event of such termination and payment.  NORTHCAROLINA, LEE COUNTY Presented for registration ont this Vlay ofanuary 20,43 atIL_-OOAMPM recordedi in Book 34 Page74 Pamela G. Britt, Register of! Deeds  39