MINUTES  STATE OF NORTH CAROLINA COUNTY OF HENDERSON  BOARDOFCOMMISSIONERS TUESDAY,AUGUST, 20, 2024  The Henderson County Board ofCommissioners met for a Special Called Meeting at 9:30 a.m. in the meeting room of the Historic Courthouse, 1 Historic Courthouse Square, Hendersonville, NC The following were present: Chairman Rebecca McCall, Vice-Chair J. Michael Edney, Commissioner Daniel Andreotta, Commissioner David Hill, Commissioner William Lapsley, County Manager John Mitchell, Assistant County Manager Chris Todd, Financial Services Director Samantha Reynolds, Attorney Russ Burrell, and Clerk to the Board Denisa Lauffer. Also present was: Engineer Marcus Jones, Chief Communications Officer Mike Morgan, A/V Technician Oscar Gurrero, Recreation Director Bruce Gilliam, Rècreation Supervisor Jason Kilgore, Capital Project Manager Bryan Rhodes, Finance Director Randall Cox, PIO - Kathy  28792.  Finotti videotaping. Deputy Chris Stepp provided security.  CALLTOORDERDER/WELCOME  Chairman McCall called the meetingtoorder and welcomed all in attendance.  INVOCATION  Commissioner Hill provided the invocation. PLEDGE OF ALLEGIANCE PUBLIC COMMENT  Chairman McCall ledthe Pledge ofAllegiance to the American Flag.  1. Kirk Hall opposed the-Special Use. Permit issued to First Contact Ministries for a Saluda men's s drug rehabilitation center. He urged the Board to recommend changes to the zoning 2. Chris Walters spoke insupport ofpreserving the park-like setting ofE Berkeley Mills Park. 3. Lynne Williams spokei in supportof preserving the historical forests/nature of Berkeley  ordinance. Mills Park.  DISCUSSION/ADJUSTMENTOE AGENDA  Chairman McCall made thes motion to approve the agenda as presented. All voted inj favor, and  the motion carried. DISCUSSION  Multi-Use Sports Complex these minutes.  The Board was presented with a proposed agreement for Professional Services that is attached to  APPROVED:    August 20, 2024 presentation:  2  Withers Ravenel Growth Officer Jason Bertoncino, PE, presented the Board with the following  HENDERSON CEUNTY  Berkeley Park Sports Complex  Board of Commissioners August 20, 2024  Jason Bertoncino, PE Growth Officer  Alison Alexander WNC Client Experience Manager  (4D) Celebrating 40 Years!  WichersRavene. Our People. Yours Success. We Are  Placemakers 40+vEAs 420* EMPNENEE  +PROJECTS  24k  SERVICE AREAS Asset Management Design & Planning Economic Development Funding & Finance (4D)  Land & Site Development Public Engagement Remote Sensing Stormwater Surveying & Geomatics  Geographic! Informations Systems Water & Sewer Utilities  WithersRavene.  WithersRavene: Locations  Go)  WithersRavenel APPROVED:    August 20, 2024  3  Will Cauthen Client Officer  HENDERSONCOUNTY,  Alison Alexander Client Experience Manager  Joe Boyd, Project Manager  Jason Bertoncino, IEEDAR Senior TechnicalAdvisor  Kyle Freehart, Associate Project Manager Marshall Wight, Surveyor Joe Turner, Construction/ Administration Alan Mackey Construction/ Administration  Kurt Pfeifer, A AULA SubjectMattert Expert Brian Starkey, MASA Subject Matter Expert Ryan Bergeron, ProjectEngineer  Amanda Whitaker Directorofs Funding Services Monica Chevalier Funding Complance  Team Experience  PLEASANT PARK, APEX, NC CARY DOWNTOWN PARK SALEM. POND PARK, APEX, NC TING PARK, HOLLY SPRINGS, NC  WAKE STONE ATHLETIC PARK, KNIGHTDALE; NG  (40)  WithersRavenel  APPROVED:    August 20, 2024  4  Eaa  1270  21129 Au2, 1273 21293 129 21 21295  ams En  1140 1140 21775  E  212 21340  2024  2025  2026 Dec  Aug Sep Oct Nov Dec Jan Feb Mar Apr Sprine!  Sitel Investigations. & Datal Review Spsi Scope &7 Permitting Construction Drawings Project Specifications: &N Manual Local Agency Review Permitting Ensure Funding Source Compliance Solicit Construction Bids Bid/ Award and Contract Execution Einalize Permifs ang Constructionl Reguirements Resolve Allowances Begin Construction Ongoing Construction Project Close- Outa and/ Acceptance Final Project Documentation  APPROVED:    August 20, 2024  5  2024  2025  2026 Dc  Aug Sep Oct Nov Dec Jan Feb Mar Apr Spring/ Summer  Sitel Investigations & Data Review Einalize Strategies Scope &7 Permitting Construction Drawings Project Specifications & Manual Local Agency Review Permitting Ensure Funding Source Compliance Solicit Construction Bids Bid/ Award and Contract Execution Einalize Permits and Construction. Reguirements Resolve Allowances Begin Construction Ongoing Construction Project Close-Out: and Acceptance Final Project Documentation  Critical Success Factors  Collaboration Review agencies  Information from County and other firms Project awareness with potential contractors  Compliance with ARPA obligation deadline of December 31, 2024  Completion and closeout by December 31, 2026  (40)  WithersRavenel  Commissioner Andreotta asked how many parking spots were depicted in the rendering provided. Mr. Bertoncino said there were approximately 322 parking spots in the drawing. Mr. Andreotta stated, "I am blown away and impressed that this was designed this way. The fourth soccer field  isf full-sized while allowing for that much parking. That is impressive."  APPROVED:    August 20, 2024  6  John Mitchell said it was the direction and intention of staff to work with Withers Ravenel and community groups to ensure that user groups, the Tourism Development Authority, and the School Board have some input about the design and concept. He noted that there may be moves or Vice-Chair Edney asked if anything could be accomplished while Henderson County Public Schools owned the property. Christopher Todd said the preliminary design could continue. However, any site plan submittal to the City of Hendersonville must be listed under HCPS until the property has been conveyed. The county would need to continue to work on those things parallel to this design to meet both timelines. Vice-Chair Edney noted that the City would need to waive its first right of refusal before any of that could occur. Mr. Mitchell said he had preliminary discussions with the City Manager as well as the Superintendent ofthe Public Schools. He believed from a staffp perspective that a decision from the Board ofCommissioners was needed to set things in motion. Mr. Edney alluded that an interlocal agreement would also be needed. Vice-Chair Edney said the School Board and the County were on the same page regarding the School Board's desire to ensure that the softball/baseball field and tennis courts are constructed at some point. He said the ARPA funds available would not allow for the completion oft the softball field or tennis court but would get the property ready andi in shape for those sometime int the future. Commissioner Hill noted that the greenway easement cuts through the middle of the Berkeley Mills property. Russ Burrell said that issue would undoubtedly be discussed with the City regarding any waiver they have oftheir right to the easement. Mr. Todd referred to conversations with city officials about the easement. While understanding that easement was important, the City's primary desire was to have access into the park and potentially through the park if a Chairman McCall said this would be an opportunity for the County, the School Board, and the Commissioner Andreotta asked Mr. Burrell to explain the meaning ofa an interlocal agreement. Mr. Burrell said it was effectively a contract between two local government agencies to do something Commissioner Andreotta expressed concern that the School Board meeting held the previous day did not include any motion or mention of the School Board conveying the Berkely Mills Park property to the county. In contrast to Mr. Edney, Mr. Andreotta did not believe the Board of Commissioner Andreotta stated, "I don't think we are saying all the same things. We and the School Board. They are telling the county that, full steam ahead, we want softball and tennis. We said last time that we are going to spend this money as far as it goes, but we have no clue how far itv will go. We are looking at the dream finished project here; the public needn't think that with $9M, we will build what they see. We are not - unless something miraculous happens. Al lotofit will disappear into grading and site work. Then the question becomes, what will happen to finish the project? Where does that cost come from? Are we going to see conditions from the school  adjustments moving forward.  greenway ever expanded out oft that system.  City to all work together.  that either could do by themselves but choose to do together.  Commissioners and the School Board were necessarily on the same page.  APPROVED:    August 20, 2024  7  system in the interlocal agreement that we have not been made aware of yet? And would that be why the title has not been transferred or wasn't even mentioned in their meeting? They do not meet again for three weeks. So, Ithink the business model is borderline unwise, and we need to be careful. Idon't think one of us would proceed with $9M in our personal/private businesses with sO many unknowns and with the clock ticking. Surely, we are not going to spend $9M on property that is not ours. Oraj portion of, or go beyond the point ofno return. Idon'tknow; there are a lotofunknowns, and I am disappointed that we are not looking at some details. Wearen not Further discussion followed about possible conditions that may or may not be included in an interlocal agreement, schedules, timelines, and the importance ofmoving forward quickly. School Board Chairman Jay Egolf, who was present, was asked ifh he would be willing to speak for the intent of the School Board regarding the concerns discussed. Vice-Chair Edney asked if the School Board was looking for conditions beyond those of the county at some point in time building the softball and tennis courts. Mr. Egolf said no and referred to the previous letter the School Board sent to the Board ofCommissioners. Egolfstated, "We are conveying the property in the hopes ofhaving everything graded, and then ift there were money left over, it would be great to spend it on tennis courts and softball fields. But we would at least like the entire site graded for soccer fields, parking, softball, and six tennis courts. Beyond that, we would have to see where the money goes." Mr. Edney asked if the School Board had directed their counsel to prepare an agreement for the Board of Commissioners to review. Mr. Egolfsaid after the conclusion oftheir Board meeting the day before, a notice had been sent to the county that stated, During this afternoon's Board of Education meeting, our Board members had the opportunity to view the latest plan; thank you for allowing them a quick preview as it was not discussed. Publicly, they all liked the concept very much." Egolf said in answer to the question it read "in addition, I have spoken to our attorney, Chris Campbell. We are prepared to sit down with you and Mr. Burrell to begin working on an interlocal agreement whenever you are: ready to proceed with one." Commissioner Andreotta questioned why the School Board did not motion to convey the property at yesterday's meeting. Mr. Egolf again referred to the statements in the School Board's letter. Commissioners Andreotta and Hill noted that al letter was not an actionable motion. Mr. Andreotta asked, "When you folks contribute to the interlocal agreement, do you plan to make a requirement that these facilities are all painted red? Because I know a Hendersonville High School home facility is very important to you folks. Isthat coming, ori is this, which would really make the $60M high school $74M by the time all this is done? Or, is everybody of an understanding that these facilities are going to be, PIl use the term neutral, and every event, and every team when they are there can make them their own via their banners, signs, insignias, etc." Mr. Egolf said his answer now was the same as when Mr. Andreotta asked the same question about Upward. "This would be county property for the school system to use." "We are not conveying that it needs to be any Chairman McCall directed the county manager to organize a meeting for this week with the school superintendent, city manager, and the appropriate counsel for each group to work out the details discussed. Mr. Mitchell confirmed he would organize a meeting to discuss the details.  looking at a transferred or signed deed."  certain color."  APPROVED:    August 20, 2024  8  Commissioner Andreotta asked fora' "cut-off date"ifthe county does not have the conveyed title signed into a local agreement." Her noted that perhaps Withers Ravenel would need to be prepared Commissioner Lapsley made the motion that the Board approve the agreement for professional services with Withers Ravenel as presented. All voled inj favor, and the motion carried. Following the motion, there was a briefdiscussion about conserving trees during the project.  in case the project had to be moved to Jackson Park.  NOMINATIONS  1. Henderson County Education History Initiative - 1 vac.  Chairman McCall made the motion to nominate Jay Merrill to the vacant position on the Henderson County Education Initiative. All voted inj favor, and the motion carried.  Chairman. McCall made the motion to adjourn the meeting at 10:20a.m. All voted inj favor, and  the motion carried. ADJOURN  Attest:  Denisa A. Lauffer, Clerk to the Board  Rebecca McCall, Chairman  APPROVED:    WithersRavenel Our People. Your Success.  August 15, 2024  Marcus Jones, County Engineer Henderson County 213 1st Ave East Hendersonville, NC: 28792  RE: Agreement for Professional Services Henderson County Berkeley Mills Sports Complex Hendersonville, North Carolina WithersRavenel Project No. 24-0763  Dear Mr. Jones,  WithersRavenel, Inc. is pleased to provide this proposal to Henderson County for consulting services. The project encompasses 2 parcel(s) totaling approximately 38.61 acres and is described as Henderson County, We look forward to collaborating withy you on this project. Please feel free to contact me with any questions and/or to discuss any aspect of the attached agreement. My contact information is below.  NCF PIN(s): 9660502160 & 9660502876.  Sincerely, WithersRavenel GARL Joe Boyd, P.E. Senior Project Manager Mixed-Use Team Lead, Wilmington Doydewinesavenlecom Ph.910-256-92771Diect.910-509-605  219 Station Road, Suite 101 Wilmington, NC: 28405  910.256.92771 I:919.467.6008 www.wihersravenel.com: License No. F-1479 Asheville  Caryl Charlotte Greensboro I Pittsboro I Raleigh Southern Pines] Wilmington    WithersRavenel Our People. Your Success.  Henderson County  Hendersonville, North Carolina Agreement for Professional Services  A. Project Description  This fee agreement is intended to provide the scope of services and associated fees to provide consulting services per request of Henderson County and formalize an agreement for thei implementation andl logistics This agreement is based ont the project site located at 47 Balfour Roadi inl Henderson County, Hendersonville, Listed below is a summary of several key aspects of the project based on our discussions, preliminary research, and Exhibit III. Refer to the Scope of Services and Additional Services/Exclusions for further The subject property is zoned I-1 (Industrial) which is appropriate for the uses specified, therefore no rezoning efforts are anticipated with this project; The anticipated project breakdown is as follows: Four (4): soccer/multi-use fields, tennis courts, &a softball field with associated parking as shown on Exhibit II; This agreement assumes that the sports complex fields will be artificial turf; This agreement assumes that stadium lighting services are not included. These services would be provided by al lighting vendor (Musco or equivalent) if sports field lighting is desired; The project is anticipated to contain 2i internal public streets with connections to Balfour Road (SR- Access to Balfour Road (SR-1508) will require a NCDOT Driveway Permit and NCDOT3 3- party encroachment agreements which are included as tasks int this proposal; As scoping meeting will be required with NCDOT and City of Hendersonville to determine  for these services. North Carolina. detailed information.  1508) which are maintained by the NCDOT:  the frontage improvements.  The projecti is anticipated to be designed and constructed in 1 phase(s);  Atr traffic study is not anticipated to be required and if required will be provided by Henderson Easements, Wetlands, & Buffer site limitations are not known at the time of the proposal and once known may change the Scope of Services provided in this proposal; Additional proposal(s) for Construction Phase services will be provided separately. Fort the purposes of this agreement and any subsequent agreements thet following references shall apply: Henderson County shall be known as the "Client"; WithersRavenel shall be known as the "Consultant"; The property and overall project shall be known as the' "Project"; Hendersonville shall bek known: as' "City"; Henderson County shall be known as County/Client"; Thee executed agreement The following agency references also apply: North Carolina Department of Transportation shall be known as "NCDOT"; US Army Corps of Engineers shall be known as "USACE"; North Carolina  County;  shall be known as the Agreement".  Department of Environmental Quality shall be known as' "NCDEQ".  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15,2024  Page12    WithersRavenel Our People.) Your Success. B. Timeline for Services  WithersRavenel will begin work upon receipt of this executed Agreement and written notice to proceed from the Client. Estimated timeframe(s) for the basis of the services described in the Scope of Services are  shown below.  Due Diligence: Estimated One (1) Month total; Preliminary Site Plan Phase: Estimated One (1) Month total; Permitting and Final Site Plan Phase: Estimated Four (4) Months total. The above estimated timeframe(s) may be impacted by, among other things: Timeliness and additional permit and/or plan reviews of review agencies;  Timeliness and accuracy of information provided by the Client, Architect, and other Client Below are the anticipated Hendersonville ("Authority Having Jurisdiction" and/or "AHJ") review meetings  consultants.  which are critical to the project's timeline:  August 30th, 2024 - Pre-Planning Board Submittal:  WR to: submit Preliminary Site Plan for ani initial review prior to Planning Board Meeting; AHJ to provide review comments electronically by September 3rd, 2024, end of day. WR to submit revised Preliminary Site Plan based on September 3rd, 2024, AHJ comments;  September 6th, 2024 - Planning Board Meeting Submittal: October 10th, 2024 Planning Board Meeting; WR to proceed on Permitting and Final Site Plan Phase.  From the above and factoring in variability in the approval process, we estimate the total project timeframe Ifavailable, opportunities to adjust these estimated timeframes cant be discussed. Implementation of agreed- Certain tasks, such as reviews and approvals, are performed by third parties, including governmental agencies, over which neither Client nor' WithersRavenel have control or responsibility. As such, neither party  for the Scope of Services to be 61 Months.  upon adjustments may result in adjustments to' WithersRavenel fees. isr responsible for delays or the resulting cost impacts caused by third parties.  C. Scope of Services  WithersRavenel. shall provide the services identified under each task below as its "Basic Services" under the  Agreement:  Task 1. Due Diligence Phase 1.1. Due Diligence Project Management  WithersRavenel shall provide coordination and communication efforts for items relating to the Project that are not specifically covered in separate tasks outlined in the scope with specific items shown below: Coordinate and attend pre-appiaton/submita meeting with City of Hendersonville; Coordination and correspondence with City of Hendersonville, Henderson County and other regulatory agencies that are not listed within the other tasks (estimated 1 hour per week);  Kick off meeting with Client (estimated one (1) hour);  Henderson County Berkeley Mills Sports Complex  WR Project No: 24-0763  August 15,2024  Page13    WithersRavenel Our People.) Your Success.  Attend coordination meetings with Client, and sub-consultants (estimated one (1) meeting at two (2) hours each, estimated meeting attendance pertains to general and civil site discussions only); Conference calls and emails with Client, sub-consultants, and/or builder or contractor, as required Manage internal project processes, communication, and resources during process through design as  (estimated one (1) hour per week through the 1 months of due diligence);  noted in the Scope of Services.  -Note - All meetings include one (1) WR attendee unless otherwise noted.  1.2. Concept Plans Project. This taski includes:  WithersRavenel shall perform the following services associated with developing a Master Plan for the Review City of Hendersonville and Henderson County plans, zoning code and other information Create up to two (2) conceptual layouts (sketches) for review by Client. Concept plans will show road network, field layouts, parking, and buffers (similar in appearance to Exhibit IlI attached); Upon Client approval and review, the conceptual plan will be converted into CAD drawings for  necessary to gain al basis for design for the concept plans;  further development into the site plan. Task 2. Preliminary Site Plan Phase 2.1. Preliminary Site Plan Project Management  WithersRavenel shall provide coordination and communication efforts for items relating to the Project that are not specifically covered in separate tasks outlined in the scope with specific items shown below:  Kick off meeting with Client (estimated one (1) hour);  Coordination and correspondence with City of Hendersonville, Henderson County and other regulatory agencies that are not listed within the other tasks (estimated one (1) hour per week); Coordinate and attend project meetings with City of Hendersonville or other regulatory agencies including formal project review meetings (estimated one (1) hour each with up to two (2) Attend coordination meetings with Client, and sub-consultants (estimated up to four (4) meetings at1 hour each, estimated meeting attendance pertains to general and civil site discussions only); Conference calls and emails with Client, sub-consultants, and/or builder or contractor, as required Coordination of submittals with City of Hendersonville (estimated up to two (2) total and one (1) Attendance at formal meetings with City of Hendersonville (estimated 1 meeting); Manage internal project processes, communication, and resources during process through design as  WithersRavenel Representatives present at the meetings);  (estimated 0.5 hour per week through the 1 month of PSP Phase);  resubmittal);  noted in the Scope of Services. 2.2. Preliminary Site Plans  -Note - Allr meetings include one (1) WR: attendee unless otherwise noted.  WithersRavenel will use the current client approved conceptual layout/due diligence from other tasks based on adjustments to accommodate Client's desired product size and configuration on an updated base sheet Preliminary design of roadways; parking; and water, sewer, and storm sewer utility stick layout;  with latest surveyi information. This task includes:  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15,2024  Page4    WithersRavenel Our People.) Your Success.  Preliminary storm water SCMI layout(s) (calculation work done in other Tasks); Conceptual designation of roadway connection improvements; Preliminary Earthwork Takeoff (up to one (1)i iterations); Open Space and Tree Conservation requirements; Create Preliminary Site Plan Sheets which willi include:  Cover Sheet Existing Conditions Plan Site Plan Sheet Utility Plan Sheet  Landscape Plan (work done in other Tasks) Prepare Review Committee Project Review Application; Document/summarze meeting information. 2.3. Preliminary Stormwater Concept Plan  Schedule and attend a Review Committee meeting with the City of Hendersonville development  review staff;  WithersRavenel will make recommendations as to type of stormwater control measure (SCM) required for compliance with current stormwater ordinances based on the anticipated development. WithersRavenel will estimate the size, footprint, and impact of up to four (4) SCM(s) based on existing conditions, anticipated  impervious coverage, and drainage areai for planning and layout purposes. WithersRavenel will provide the following services as part of this task:  2.4. Landscape Plan  WithersRavenel will prepare a Landscape Plan that meets the code requirements of the City of Hendersonville which will indicate location, width, and type of required perimeter buffers with  associated calculations; Provide street tree planting plan;  Design required parking lotl landscaping for screening and: shading of pavement; Design landscape screening of utilities, walls, and other mechanical features, as required;  Planting of SCM features, as required; Turf and groundcover selections;  Provide plant quantities and size in accordance with City of Hendersonville requirements;  Provide planting details for new plant material installation; Provide landscape technical specifications for the project;  Assumes up to two (2) rounds of review with revisions based on written comments for approval.  2.5. Parking Lot and Street Lighting Plan  WithersRavenel will provide the following services as part of this task:  Proposed parking lot and street lighting plan in accordance with City of Hendersonville  requirements;  Coordinate final Photometric plan with Duke Energy;  Henderson County - Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15,2024  Page15    WithersRavenel Our People.) Your Success. exhibit.  Lighting design services include fixture selection/location and development of a photometric plan Sports field lighting is excluded from this scope of work. Client will need to hire a lighting vendor  (aka Musco or equivalent) if sports field lighting is desired. Task 3. Permitting and Final Site Plan Phase 3.1. Permitting and Final Site Plan Project Management  WithersRavenel shall provide coordination and communication efforts fori items relating to the Project that are not specifically covered in separate tasks outlined in thes scope with specific items shown below: Coordinate and attend pre-appication/submita meeting with City of Hendersonville; Coordination and correspondence with City of Hendersonville, Henderson County and other regulatory agencies that are not listed within the other tasks (estimated up to two (2) hours per week). This does not include any direct construction communications which is included typically in Coordinate and attend project meetings with City of Hendersonville or other regulatory agencies including formal project review meetings (estimated up to two (2) hours each with 1' WithersRavenel Attend coordination meetings with Client, and sub-consultants (estimated up to eight (8) meeting at1 1 hour each, estimated meeting attendance pertains to general and civil site discussions only); Conference calls and emails with Client, sub-consultants, and/or builder or contractor, as required (estimated 0.5 hour per week through the 4 months of permitting and final site plan phase); Coordination of submittals with City of Hendersonville (estimated up to two (2) total and upt to one Coordination of reviews with regulatory agencies: Henderson County, Hendersonville and NCDOT Manage internal project processes, communication, and resources during process through design as  Kick off meeting with Client (estimated up to one (1)hour);  the Construction Administration Task; Representative present at the meetings);  (1)resubmittal);  (estimated up to two (2) reviews each); noted in the Scope of Services.  -Note All meetings include one (1) WR: attendee unless otherwise noted. 3.2. Final Site Plans/C Construction Drawings  WithersRavenel will develop a drawing submittal to the City of Hendersonville as part of their site plan approval process. WithersRavenel willr represent thep project in thes staffr review process, including application forms and required checklists, and Project Data Sheet. The following drawings will be provided as part of  this task, unless otherwise noted: Cover Sheet; Existing Conditions Plan; Site Plan; Signs and Pavement Marking Plan; Grading and Drainage Plan; Utility Plan; Stormwater Management Plan;  Henderson County Berkeley Mills Sports Complex  WR Project No: 24-0763  August 15, .2024  Pagel6    WithersRavenel Our People. Your Success. Tree Conservation Plan; Lighting Plan; Standard Detail Sheets.  Landscape Plan (work completed in other task);  This task estimates up to two (2) total submittals, including one (1) re-submittals. Additional responses will Submittals reflecting design changes requested by the client, owner, or other consultants are subject to After incorporating the Stormwater Concept Plan from Task 2.3, WithersRavenel will utilize the Site Plant to prepare a stormwater management plan per City of Hendersonville specifications as well as prepare  be billed hourly in accordance with Exhibit II. 3.3. Final Stormwater Analysis  additional fees.  construction drawings for up to four (4) SCM(s) on-site. This taski includes:  Stormwater Management Plan with SCM design based on proposed layout; Design up to four (4) SCM(s) and provide construction drawings for each; Attend up tot two (2) meeting(s) with City of Hendersonville staff;  Peak Attenuation Analysis;  Provide technical assistance as required for the preparation of the maintenance security. After this Sub-Task has commenced, any revisions to the Site Plan which require redesign of the SCM(s) will  require additional fees.  3.4. Final Common Areas Hardscape and Site Furnishings Detailing WithersRavenel will provide the following services as part of this task:  Evaluate common areas relative to sitep program and anticipated vehicle access requirements; Prepare Conceptual Hardscape Plans that include preliminary layout of pavements and materials, furnishings, and other site features. Plans will include preliminary sections and Provide detailing of specialty pavement areas including material, color, and scoring detailing; Provide joint scoring plans to coordinate with furnishings locations and the installation of Develop construction drawings based on approved conceptual hardscape plan;  elevations to communicate design intent;  structures into the pavement to prevent pavement cracking;  Refine layout in CAD format; Finalize selection of materials and furnishings;  Finalize Hardscape layout design, dimensioning, andi installation details; Includes up to two (2) revisions based on written comments provided by the Owner.  3.5. Permitting sureties:  WithersRavenel will prepare applications and supporting documents for submittal to the City of Hendersonville in addition to required State Agencies, in pursuit of approval for the following permits and  Hendersonville Stormwater Permit; Hendersonville Water Permit;  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August15,2024  Page17    WithersRavene! Our People.) Your Success. Hendersonville Sewer Permit;  NCDEQ Grading Permit Sedimentation & Erosion Control).  This task estimates up to two (2) total submittals, including one (1) re-submittal. Additional responses will WithersRavenel will prepare applications and supporting documents for submittal to the City of This task estimates two (2) total submittals, including one (1) re-submittal. Additional responses will be  bes subject to additional fees. 3.6. Zoning Compliance Permit  Hendersonville ini in pursuit of approval for the following permits and sureties:  Final Site Plan Approval. subject to additional fees. Task 4. Bid Phase  4.1. Bid Advertisement and Assistance  Upon receipt of written authorization from the Client, the Consultant will perform the bidding services that include the following sub-tasks. This Task: assumes two bidding cycles and ar reevaluation of design for value engineering based on the first bidding cycle. Based on the schedule, if a 2nd bidding cycle is required it is expected that a special AHJ meeting will be required and coordinated by the Client. Additional and/or  multiple bids shall be considered Additional Services.  Bid Advertisement  Assist the Client in advertising the Project for competitive formal bids. This will include preparing the' "Advertisement" for use by the Client for advertising in local newspapers, plan Provide Client electronic copies of construction documents for advertisement and bidding. Conduct a Pre-Bid Meeting In-Person with Client, NCDWI, prospective bidders, and material suppliers. Consultant will prepare the agenda, take notes, and prepare as summary Manage the project addendums. After the Pre-Bid meeting, the Consultant will issue an Addendum with the Pre-Bid Meeting Summary. During the bidding phase, Consultant will issue additional addenda as deemed necessary by Consultant and/or the Client. Attend thel bid opening (Virtual and In-Person), prepare the! bidt tabulation documents, open bids and read into record as well as discuss the bid results with the Client; Tabulate thel bids andi issue an opinion to the Client as to thel lowest responsive responsible Int the event that the market volatility impacts the project cost beyond what can be reasonably be predicted, the Consultant will perform a value engineering process to reduce the project scope as to noti impact the DWI score and stay within approved budget.  rooms, and the Client's website;  Pre-Bid Meeting  report of the meeting for distribution;  Bid Opening and Tabulation  bidder for the project.  Value Engineering  Deliverables:  Advertisement  Henderson County - Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15,2024  Page18    WithersRavenel Our People. Your Success. Construction Documents Pre-Bid Meeting and Addendums Bid Opening  Bid Tabulation and Recommendation of Award Task 5. Funding Administration - ARPA  Upon receipt of written authorization from the Client, Consultant will provide the following funding  administration tasks:  5.1. General Administration and Financial Management  Attend the project kick-off meeting with NCDWI to review ARPA funding requirements; Set up Dual Filing System (hardcopy and digital) for the Client's funded project, to be kept and maintained at the Client's location. Work with Client project designees to ensure dual Assist the Client in completing NCDWI paperwork including state assurances, progress reports, monitoring report forms, and others as required by NCDWI for the project; Assist the Client in requisition payment requests and compile necessary supporting documentation for the Client to review, execute, and submit to NCDWI; Provide ongoing technical assistance regarding ARPA regulations and NCDWI  files stay current and comprehensive;  Act as liaison between the Client and NCDWI;  requirements;  Assist the Client in close-out procedures and paperwork. requirements and applicable federal and state regulations;  5.2. Project mplementation  Provide oversight and guidance of procurement procedures in accordance with DWI Assist the Client in complying with regulations regarding property acquisitions and Conduct coordination sessions with the Consultant, Construction Administrator and Construction Observer, Client, NCDWI, and Construction Contractor; Provide quality control and quality assurance reviews with the Consultant and Construction Administrator in the creation of bid documents, solicitation of bids, pre-bid meeting, review of bids, assembly of construction contracts, and pre-construction meeting to comply with state and federal regulations, including minority business recruitment; Support the Client to complete necessary construction-related public notifications; Work with the Client to ensure compliance with all NCDWI guidelines during design, Confirm debarment clearance for all contractors for the Client to verify; Participate int the pre-bid and pre-construction meetings by presenting ARPA guidelines and discussing what will be expected from NCDWI during the course of the project; Assist in processing construction Contractor payment requests approved by the Construction Administrator and Client, to be submitted to NCDWI.  easements, if necessary;  bidding, and construction;  Deliverables  Kick-Off Meeting, Pre-Bid Meeting and Pre-Construction Meeting Assist in Required NCDWI Paperwork/Complance and Pay Applications  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15,2024  Page19    WithersRavenel Our People.) Your Success. Coordination Sessions Debarment Clearance Confirmation D. Exclusions/Additional Services  Services that are noti included in Section Co or are specifically excluded from this Agreement (see below): shall be considered Additional Services if those services can be performed by WithersRavenel and its agents if requested in writing byt the Client and accepted by WithersRavenel. Thei following listi is not all inclusive and the Scope of Services defines the services to be provided by WithersRavenel for this project. Additional services shall be paid by the Client in accordance with the Fee & Expense Schedule outlined in Exhibit II.  The exclusions are described below but are not limited to the following:  Design Services  ALTA Surveys; GIS mapping services; Construction staking; Building staking; As-built (record drawing) surveys; Easements, Easement/ROW Plats; Landscape Architecture Services Irrigation design; Enhanced landscape design beyond minimum requirements; Entrance/signage feature design; Water feature and/or pool design; Renderings; Parki improvements; Public art design or commissioning: Entry/monument design Development agreements; Homeowner association documents; Utility allocation agreements; Preparation of electronic file suitable for GPS machine control; Expert witnesses; Permitting Services Building permits and associated work; 401/404 permitting; Floodplain Development permit; NCDOT permitting; Sign permitting; Planning/Studies Land Planning services other than listed above; Entitlement services; Variance and Quasi-Judicial processes; Off-site Sewer Analysis; Traffic Impact Analysis; Signalization Studies;  Off-site improvements; Offsite utility or road improvements; Pump Station design and permitting; Forcemain design and permitting; Reclaim waterline design; LEED certification coordination; Pavement design; Structuralfoundation design and certification; Greenway bridge design & permitting; Boardwalk design & permitting; Signal design; Dumpster enclosure details; Equipment Selections/Design; Site Lighting is limited to fixture selection for the parking lot only; electrical engineering not included; Sports field Lighting Documents/Drawings Record (As-Built) Plans; Environmental Services  Offsite/Specialty  SHPO Historic Resources Assessment; Endangered Species Assessment; Wetland Delineations; USACE Jurisdictional Determination; NCDWR/Local Municipality Buffer Determination; PhaseI&IIESA's; Geomatics Services Annexation Plats; Boundany/lopographic Surveys; Tree survey/cover report by Registered Forester; Subsurface Utility Engineering (SUE); Surveys for off-site improvements; Platting services; Plot Plans;  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15, 2024  Page110    WithersRavenel Our People. Your Success. Hydrant flow determination and hydraulic analyses; Existing sewer hydraulic analyses; County or regulatory approvals; Special & Conditional Use Permits; Additional Meetings/Site Visits; Adjacent property owner discussions; Neighborhood meetings; Attendance at formal regulatory meetings unless noted above; Geotechnical services; Architectural and MEP: services; Structural Services; Arborist/Registered Forester Services; Services During Construction Engineer's Opinion of Costs; Pay application reviews; Change order reviews; Shop Drawing review; RFI's during bidding; Construction administration; Construction management; Dry utility coordination/design: NPDES monitoring/reporting: Loan draw certifications; Bonds and Bond Estimates;  Record drawings/as-bults; Engineer Certifications; O&M/SWMP Manuals; Stormwater Services Stormwater Pollution Prevention Plan (SPPP) update or revision; Secondary containment designs; SCM design; Culvert design; Dam inspection, engineering, or analysis; Dam breach analysis; Flood studies, floodplain permitting or coordination with FEMA (such as fora LOMR-F, CLOMR/LOMR, etc.); Soil investigations (such as Seasonal high-water table determinations; Soil Media Mix Testing and Gradation Certification; Downstream impact analysis; Nutrient calculations; Peak flow analysis; SCM conversion. All plan submittal, review, or fees; Any work previously provided in other agreements; Any other services not specifically listed within Section C.  Project Management  Services by Others  General  permitting  Henderson County - Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15, 2024  Page111    WithersRavene! Our People. Your Success.  E. Client Responsibilities completeness of this information: General:  The following items will be provided by the Client and WithersRavenel will rely upon the accuracy and  Provide representative for communications and decisions; Preferred media platforms for communications with the Client; Provide in writing, any information as to Client's requirements for design; Provide any information needed to complete the Project not specifically addressed in the Provide all available information pertinent to the Project, including any GIS information, Examine all agreements, reports, sketches, estimates and other documents presented by the Consultant andr render in writing decisions pertaining herctowthnareasonbe period Give prompt written notice to Consultant whenever Client observes or otherwise becomes  Coordination and designation of a primary contact for architect, contractor, and other  consultants engaged byt the Client;  Scope of Services;  reports, maps, drawings, and any other data relative to the Project;  so as not to delay the services of the Consultant; aware of any defect in the Project or the services of Consultant; Attend County or City meetings as required/needed; Provide access to property for Consultant and subconsultants; Discussions/negotations with adjacent landowners; Acquire all off-site utility and/or construction easements required for this Project; Manage and coordinate the work of any subconsultants/subcontractors that are not directly subcontracted through the Consultant; Alls submittal, review, or permitting fees associated with the Project; Any legal representation requiring an attorney at law.  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15,2024  Page/12    WithersRavenel Our People. Your Success.  F. Compensation for Services  WithersRavenel proposes to provide the Basic Services outlinedi in Section Cona a lump sum or hourly basis with budgets as shown below plus reimbursable expenses in accordance with Exhibit II. The amounts set forth below have been determined based on the nature, scope and complexity of the Project as represented in the information provided to WithersRavenel by Client prior to submittal of this agreement; subsequent  changes thereto may result in additional fees. Task No. Task Name Task1  Fee $135,000 $187,500  Due Diligence Phase 1.1 Due Diligence Project Management 1.2 Concept Plans Task2 Preliminary Site Plan Phase 2.1 Preliminary Site Plan Project Management 2.2 Preliminary Site Plans 2.3 Preliminary Stormwater Concept Plan 2.4 Landscape Plan 2.5 Parking Lot and Street Lighting Plan Task3 Permitting and Final Site Plan Phase 3.1 Permitting and Final Site Plan Project Management 3.2 Final Site Plans / Construction Drawings 3.3 Final Stormwater Analysis 3.5 Permitting 3.6 Zoning Compliance Permit Task4 Bid Phase 4.1 Bid Advertisement and Assistance Task5 Funding Administration- ARPA 5.1 Funding Administration. Assistance Phase 5.2 Project Implementation  $262,500  3.4 Final Common Areas Hardscape and Site Furnishings Detailing  $120,000 $45,000 $750,000  Total  (Hourly) Denotes hourly tasks. The fee budgets represented with hourly tasks are good faith estimates of what can ber reasonably expected Invoices will be issued monthly, based on the percentage of completion for each lump sum task and the hourly rate for WithersRavenel personnel in accordance with Exhibit II for hourly tasks, as accomplished The above fees are based ont the estimated timelines notedi in Section B. Any adjustments to those timelines Consultant may alter the distribution of compensation between individual Tasks noted herein to be consistent with services rendered but shall not exceed the total Lump Sum amount unless approved in The attached Exhibit II, Fee & Expense Schedule, is based on Consultant's rates as of the date of this agreement and may be subject to change for hourly tasks and any Additional Services that occur after any  during the performance oft this contract.  during the billing period. Payment is due upon receipt of invoice.  may result in additional fees. writing by the Client.  adjustments to such rates go into effect.  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15,2024  Page113    WithersRavenel Our People. Your Success. G.A Acceptance  This agreement is valid 60 days from the date it is transmitted to Client. Receipt of an executed copy of this agreement will serve as the written Agreement between WithersRavenel and Henderson County. All Exhibits identified after the signature blocks below, including the Standard Terms and Conditions (Exhibit I) and the Fee & Expense Schedule (Exhibit II), arei incorporated herein and arei integral parts of the Agreement.  OFFERED BY: WithersRavenel CAORL Signature Date Joe Boyd, P.E. Name Team Lead Title  ACCEPTED BY: Henderson County  August 15,2024  Signature Date Marcus Jones Name County Engineer Title  Senior Project Managerl Mixed-Use  August 15, 2024  Signature Kg Kyle Freehart, P.E. Name Director of Mixed-Use Title  Attachments:  Exhibit I- Standard Terms and Conditions Exhibit II- Fee & Expense Schedule Exhibit III- Scoping Map  Henderson County Berkeley Mills Sports Complex  WR Project No. 24-0763  August 15, 2024  Page114    WithersRavene! Our People.) Your Success.  Exhibit I  Standard Terms and Conditions  The proposal submitted by WithersRavenel, INC. ("CONSULTANT) is subject to the following terms and conditions, which form ani integral part of the Agreement. By accepting the proposal, thes services, or any part thereof, the CLIENT agrees and accepts the terms and conditions outlined below:  Payment:  change order, CONSULTANT will give CLIENT written notice within ten (10) days ofa acceptance ofa any resulting increase in CONSULTANT'sI fees. 8. Opinion of Cost/Cost Estimates: Since the CONSULTANT has no control over the cost of labor, materials, equipment ors services furnished! by others, ord overr methods of determining prices, ord over competitive! bidding or market conditions, any and all opinions as to costs rendered hereunder, including but not limited to opinions as to the costs of construction and materials, shall be made on the basis of CONSULTANT'S experience and qualifications and represent its reasonable judgment as qualified professional familiar with the construction an industry; experienced but the CONSULTANT cannot and does not guarantee the proposals, bids or actual costs will not vary significantly from opinions of probable costs prepared by it.Ifata any time the CLIENT wishes assurances ast tot the amount of anyo costs, CLIENT shall employ an independent cost estimator to make such 9. Assignment and Third Parties: Nothing under this Agreement shall be construed to give any rights or benefits int this Agreement to anyone other than the CLIENT and CONSULTANT, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit oft the CLIENT and the CONSULTANT andr not for the benefit of any other party. Neither the CLIENT nor the CONSULTANT shall assign, sublet, ort transfer anyr rights under ori interests int this Agreement withoutt thev written consent of the other, which shall not be unreasonably withheld. However, nothing contained herein shall prevent or restrict the CONSULTANT from employing independent subconsultants as the CONSULTANT may deem appropriate toa assist int the performance of services hereunder. 10. Project Site: Should CLIENT not be owner of the Project site, then CLIENT agrees to notify the site owner of the possibility of unavoidable alteration and damage to the site. CLIENT further agrees to indemnify, defend, and! hold! harmless CONSULTANT against any claims byt the CLIENT, the owner of the site, or persons having possession of the site which are 11. Access to Site: CLIENT is responsible for providing legal and agreements ore easements, tot the extent necessary for the CONSULTANT to 12. Survival: All of CLIENT's obligations and liabilities, including but not limited to, its indemnification obligations and limitations of liability, and CONSULTANT'S rights and remedies with respect thereto, shall survive completion, expiration ort termination of this Agreement. 13. Termination: Either party mayt terminate the Agreement with or without cause upon ten (10) days advance written notice, if the other party has not cured ort taken reasonable: steps to cure the! breachg giving riset tot termination within thet ten (10) day notice period. If CLIENT terminates without cause or fCONSULTANT terminates for cause, CLIENT will pay CONSULTANT for all costs incurred, non-cancelable commitments, and fees earned tot the date of termination: andt through demobilization, including anyo cancellation charges of vendors and's subcontractors, as wella as demobilization costs. 14. Severability: If any provision oft this Agreement, or application thereof toanyp person or circumstance, is foundt tob bei invalidt then suchp provision shall ber modified if possible, tof fulfill thei intent oft the parties as reflected in the original provision. Ther remainder oft this Agreement, or the applicationofs such provision top persons or circumstances other thant those as toy whichi iti ist held invalid, shall not be affected thereby, and each provision of this Agreement shall bev valid ande enforced tot the fullest extent permitted bya applicable law. 15. No Waiver: Noy waiver bye either party ofa any default by the other party int the performance ofa any provision oft this Agreement shall operate as orb be  a) The CLIENT willy pay CONSULTANT for services and expenses in accordance with periodic invoices to CLIENT and at final invoice upon completion oft thes services. Each invoicei is due and payable infullu upon presentation to CLIENT. Invoices arep past due after 30 days. Past duea amounts ares subject toi interest ata arate of one and one-half percent per month (18% per annum) on the outstanding b) Ifthe CLIENT fails tor make payment tot the CONSULTANT within 45 days after the transmittal of an invoice, the CONSULTANT may, after giving 7 days written notice to the CLIENT, suspend services under thisA Agreement untila alla amounts duel hereunder: are paidi int full. Ifa anir invoice remains unpaida after 90 days fromi invoice. date, the CONSULTANT may terminate the Agreement. If Consultant initiates legal proceedings to collect the fees owed, Consultant shall also be entitled to recover the reasonable expenses of collection including attorney's fees. 2. Notification of Breach or Default: The CLIENT shall provide prompt writtennotice tot the CONSULTANTI if CLIENT becomes aware ofa any breach, error, omission, ori inconsistency: arising out of CONSULTANT'S services or any other allegedbreachof contract orr negligence! byt the CONSULTANT.The failure of CLIENT top provides suchy written notice withint ten (10) days from the time CLIENT became aware of the fault, defect, error, omission, inconsistency, or breach, shall constitute a waiver by CLIENT of all claims against the CONSULTANT arising out of such fault, defect, error, omission, inconsistency, or breach. Emails shall be considered: adequate written notice 3. Standard of Care: CONSULTANT shall perform its services in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of professionals providing the same services in the same or a similar locality as the Project. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT WILL OR CAN ARISE OUT OF THE SERVICES PROVIDED 4. Waiver of Consequential Damages/limitation of Liability: CLIENT agrees that CONSULTANT'S aggregate liability for all claims that may be asserted by CLIENT isl limitedt to$ $50,000ort tot thet fee paid to CONSULTANT under this Agreement, whichever is greater. Both CLIENT and CONSULTANT hereby waive any right to pursue claims for consequential damages against one another, including any claims forl lost profits. 5. Representations of CLIENT: CLIENT warrants and covenants that sufficient funds are available or will be available upon receipt of CONSULTANT'sI invoice ton make paymenti inf full for thes services renderedby 6. Ownership ofl Instruments of Service: All reports, plans, specifications, field data and notes and other documents, including all documents on electronic media, prepared by the CONSULTANT asi instrument of service, shall remain the property of the CONSULTANT. The CONSULTANT shall retain all common law, statutory and other rights, including the copyright thereto. Int thee event oft termination of this Agreement and uponf full payment of fees owed to CONSULTANT, CONSULTANT shall make available to 7. Change Orders: CONSULTANT will treat as a proposed change order any written or orald order (including directions, instructions, interpretations, or determinations) from CLIENT which requests changes int the Agreement or CONSULTANT'S Scope of Services. If CONSULTANT: accepts the proposed  balance fromt the date oft thei invoice.  and  determination.  forp purposes of this Agreement.  relatedt tos sucha alteration or damage. unencumbered carry out its services.  to site, including securing all necessary site access  BYCONSULTANT ORT THIS AGREEMENT.  CONSULTANT.  CLIENT copies of allp plans and specifications.  WithersRavenel, Inc.  Standard Terms & Conditions Page 18 Effective September 14, 2020    WithersRavene! Our People.) Your Success.  construed as a waiver of any future default, whether like or different in 16. Merger, Amendment: ThisA Agreement constitutes thee entire Agreement between the CONSULTANT: andt the CLIENT anda allr negotiations, writtena and oral understandings between the parties arei integrated and merged! herein. This Agreement can be supplemented and/or amended only by a written document executed byb both the CONSULTANT andt the CLIENT. hereunder, any unforeseen hazardous substance, material, element of which affects or may affect the services, the risk involved in providing the service, ort ther recommended: scope ofs services, CONSULTANT will promptly notify CLIENT thereof. Subsequent to that notification, CONSULTANT may: (a)if practicable, in CONSULTANT'S sole judgment and with approval of CLIENT, complete the original Scope of Services in accordance with the procedures originally intended in the Proposal; (b). Agree with CLIENT to modify the Scope of Services andt the estimate ofc chargest toir include study of the previously unforeseen conditions or occurrences, such revision tol bei in writing and signed by the parties and incorporated herein; or (c) Terminate thes services effective ont the date ofr notification pursuant tot thet terms oft the 18. Force Majeure: Should completion of any portion of the Agreement be delayed for causes beyond the control of or without the fault orr negligence of CONSULTANT, including force majeure, the reasonable time for performance: shall bee extendedf fora ap period atl least equalt to thec delay and the parties shall mutually agree on the terms and conditions upon which acts of God, acts or failures of governmental authorities, acts of CLIENT's contractors or agents, fire, floods, epidemics, pandemics, riots, quarantine restrictions, strikes, civil insurrections, freight embargoes, and unusually 19. Safety: CONSULTANT is not responsible for site safety or compliance with the Occupational Safety and Health. Act of 1970 ("OSHA"). Job site contractors, except with respect to CONSULTANT'S own. employees. Likewise, CONSULTANT shall have no right to direct or stop the work of 20. Dispute Resolution/Arbhitration: Any claim or other dispute arising out oforr related to this Agreement shall first! bes subject tor non-binding mediation in accordance with the then-current Construction Industry Mediation Procedures of the American. Arbitration. Association ("AAA"). If mediation is unsuccessful, such claim or other dispute shall be subject to arbitration in accordance with the AAA's then-current Construction Industry Arbitration Rules. Any demand for arbitration: shall be filedi in writing with thec other party and with the American Arbitration Association. CLIENT agrees to the inclusion in such arbitration (whether by initial filing, by joinder or by consolidation) of any other parties and of any other claims arising out of or relatingt tot the Project or tot the transaction or occurrence giving rise to the claim or other dispute! between CLIENT: and CONSULTANT. shall always be acting as ani independent contractor and not an employee, agent, partner, orj joint venture of CLIENT. CONSULTANT'S work does not include any supervision or direction of the work of other contractors, their employees or agents, and CONSULTANT'S presence shall in no way create  any liability on! behalf of CONSULTANT for failure of other contractors, their employees, or agents top perform their work properly or correctly. 22. Hazardous! Substances: CLIENT agrees to advise CONSULTANT upon execution oft this Agreement of any hazardous substances or any condition existingi in, ono orr near the Project Site presenting: potentiald danger toh human health, the environment or equipment. By virtue of entering into the Agreement or of providing services, CONSULTANT does not assume control of, or responsibility for, the Project site ort thep personi inc oft the site or undertake responsibility for reporting to any federal, state, or local publica agencies, any conditions att the Projects site that may present ap danger tot the public, health, safety, ore environment except wherer required of CONSULTANT by applicable law. In the event CONSULTANT encounters hazardous or toxic substances or contamination significantly beyond that originally represented by CLIENT, CONSULTANT mays suspend ort terminate the Agreement. CLIENT acknowledges that CONSULTANT has no responsibility: as ag generator,treater, storer, or disposer of hazardous or toxic substances found or identified at a site. Except to the extent that CONSULTANT has negligently caused such pollution or contamination, CLIENT agreest to defend, indemnify, and hold harmless CONSULTANT, from any claim orl liability, arising out of CONSULTANT'S performance ofs services under the Agreement and made or brought against CONSULTANT for any actual ort threatened environmental pollution or contamination if thef fault (as definedi in! N.C.G.S. 22B-1((7)of CLIENT ori its derivative parties (as defined in N.C.G.S. 22B-1 1(f)(3))is aj proximate cause ofs such claim orl liability. 23. Choice of Law: The validity, interpretation, and performance of this Agreement: shall beg governed by and construedi in accordance with thel law of the State of North Carolina, excluding only its conflicts of laws 24. Construction Services: If construction administration and review services are requested by the CLIENT, CLIENT agrees that such administration, review, ori interpretation of construction work or documents by CONSULTANT shall not relieve any contractor from liability in regard to its.dutyt to comply witht the applicable plans, specifications, and standards for the Project, and shall not give rise to a claim against CONSULTANT for contractor's failure to perform in accordance with the applicable 25. Field Representative: If CONSULTANT provides field services or construction observation: services, the presence oft the CONSULTANT'S field personnel will only be for the purpose of providing observation and field testing of specific aspects oft the Project. Should contractor bei involved in the Project, the CONSULTANTS responsibility does not include the supervision or direction oft the actual work ofa any contractor, its employees, or agents. All contractors should be so advised. Contractors should also be informed that neither the presence of the CONSULTANT'Ss field representative nor the observation and testing by the CONSULTANT shall excuse contractori ina any way for defects inc contractor's work. Itisa that the CONSULTANT willr not ber responsible for jobo ors site ont agreedt the and that the CONSULTANT does not! have ther right tos stop safetyo the work Project of any 26. Submittals: CONSULTANT's review of shop drawings and other submittals ist to determine conformity with the concept only. of shop drawings and submittals does not design include techniques, or procedures ofc construction, including! but notl means, limitedt to,  character.  Unforeseen 17. constituent or other  charge  Occurrences: unforeseen  Project potential  If, during the performance of services conditions or occurrences aree encountered  Agreement.  continued.  principles.  Agreement may be severe weather. safety  Forcer majeurei includes buti is notr restricted to  remains the sole exclusive CLIENT's contractors, agents, or employees.  plans,  responsibility of CLIENT or CLIENT's  specifications ors standards.  contractor.  Contractor:  Review methods, safety  21. Independent  In carrying outi its obligations, CONSULTANT  requirements.  WithersRavenel, Inc.  Standard" Terms & Conditions Page 2E Effective September 14,2020    WithersRavene! Our People. Your Success.  Exhibit II Description Funding &A Asset Management  Fee & Expense Schedule  Description Engineering &Planning Construction Project Professional Construction Manager Construction Manager II Senior Construction Manager CAD Technician! CAD1 Technician! II Senior CAD1 Technician Designer Designer II Senior Designer Landscape Architectl Landscape/ Architectl I Landscape Architectl III Senior Landscape Architect Landscape Designerl Landscape Designer I Planning Technician Plannerl Planner Planner III Senior Planner ProjectE Engineer Project Engineer I Project Engineer II Senior Project Engineer Assistant Project Manager Project Manager Senior Project Manager Resident Project Representativel Resident Project Representativel II Resident Project Representativel III Staff Professionall Staff Professionall Staff Professionall I Staff Professionall MV Senior Staff Professional Senior Technical Consultant Client Experience! Manager Director Principal Zoning Specialist Project Coordinator Project Coordinator I Project Coordinator III Senior Project Coordinator Lead Project Coordinator  Rate  Rate  Description Environmental  Rate $ 85 $ 100 $ 105 $ 120 $ 155 $ 170 $ 195 $ 195 $245 $ 155 $ 170 $ 195 $270 $ 155 $ 170 $ 195 $110 $135 $145 $ 110 $135 $145 110 $135 $ 145 $ 70 $ 85 $ 95 $ 105 $ 95 $ 125 $ 155 $ 75 $ 125 130 135 $1.75 $11.00 PerIRS 1.15 1.15 $400  $ 155 GISS Senior Specialist 160 GIS Specialist $ 175 GIS Survey Technician! 200 GIS Survey Techniclan!! $ 110 GIS Survey Technician! III - 125 GIS Survey! Lead $ 150 GIS Technician $ 140 GISA Analystl $ 160 GISA Analystll $ 180 GISF Project Manager $ 160 GISN Manager $ 185 F&AM Assistant Project Manager $ 205 Intern! $ 225 Intern!I $ 140 F&AMI Implementation: Specialist $ 150 FSAMI Project Consultant! $ 120 FSAMP Project Consultant! II $ 130 F&AMI Project Consultant! II $ 150 F&AMF Project Consultant M $ 175 FGAMS Senior Project Consultant $ 185 F&AMSenior Project Consultant! I $ 175 F&AM Project Manager $ 185 FGAME Principal $ 205 FGAMD Director $ 225 F&AMS Staff Professionall $ 185 FAMStaff Professionall $ 205 FGAMS Staff Professionall III $ 225 F&AMS Staff Professionall MV $ 105 F&AMS Senior Project Manager $ 125 F&AMS Senior Technical Consultant $ 140 $ 95 Geomatics CADII $ 150 Geomatics CADIII $ 160 Geomatics Project Manager $ 200 Geomatics Project Manager II $ 210 Geomatics Project Manager III $ 260 Geomatics Project Professionall $ 240 Geomatics Project Professionall! $ 245 Geomatics Principal $ 270 Geomatics Remote Sensing Crewl $ 350 Geomatics Remote Sensing Crewl Geomatics Survey Crewl $ 100 Geomatics Survey Crew (2N Man) $ 120 Geomatics Survey Crew! II(3N Man) $ 130 Geomatics Senior Manager $ 140 Geomatics Survey Techl $ 150] Geomatics Survey Techl II Geomatics Survey Techl III Geomatics Surveyl Techl IV Geomatics Sr. Technical Consultant Geomatics SUE Crew1 Geomatics SUE Crew2  $175 Environmental Technician! $155 Environmental Technician! $80 Environmental Technician! III $105 Senlor Environmental" Technician $125 Environmentall Project Geologist/ $140 Environmental Project Geologist II $100 Environmentall Project Geologist III $125 Environmental! Senior Project Geologist $ 215 $140 Environmental/ Assistant Project Manager $ 170 $175 Environmental Project Manager $225 Environmental! Senior Project Manager $ 215 $170 Environmentall Director $70 Environmentall ProjectE Engineer $90 Environmentall Project Engineer II $155 Environmentall ProjectE Engineer III $125 Environmental! Senior Project Engineer $ 215 $135 Environmentall Principal $140 Environmental Project Scientist $145 Environmental Project Scientistll $155 Environmental Project Scientist III $160 Senior Environmentall Project Scientist $ 215 $175 Environmental Scientistl $270 Environmental Scientist!l $245 Environmental Scientist III $75 Environmental Geologist! $120 Environmental Geologist! I $160 Environmental Geologistl! $200 Environmental Professionall $225 Environmental Professionall $255 Environmentall Professional III $125 Administrative Assistant $140 Administrative Assistant! $175 Administrative Assistant $185 Administrative. Assistant III $215 Marketing Administration! $155 Marketing Administration!l $180 Director of Marketing $250 Office Administration $225 Office Administrator! $315 Office Administrator! $160 Office Administrator III $195 $240 Bond Prints (Per Sheet) $225 Mylar Prints (Per Sheet) $65 Mileage $95 Delivery- Project Specific (Distance & Priority) $125 Subcontractor Fees (Markup) $135 Expenses /Reprod. /Permits (Markup) $225 $195 ExpertV Witness $265  Geomatics  EnvironmentalSenlorl Technical Consultant $ 240  Senior Resident Project Representative $ 150 Geomatics CADI  $105  Administrative  Project Coordinators  Expenses  Other  Fee & Expense Schedule  Effective. January 1, 2024 - Schedulei is subject to change.    o