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HomeMy WebLinkAbout2008-042 Planning - Clarion Associates Consultant Services Comprehensive Plan Update~~~~~ 1 ._ RETURN THIS COPY TO THE CLERK'S _ OFFICE FOR THE PERMANENT AGENDA FILE • AGREEMENT FOR PROFESSIONAL SERVICES `' ~!? Y THIS AGREEMENT, effective as of the day of 2006, by and between Orange County, North Carolina (hereinafter referred to as the Client), and Clarion Associates of Colorado, LLC, a Colorado Limited Liability Company doing business at 1700 Broadway, #400, Denver, Colorado (hereinafter referred to as the Contractor). WHEREAS, the Client is undertaking preparation of a Comprehensive Plan; and WHEREAS, the Client desires to engage the Contractor to render certain professional advice and assistance in connection with the preparation of the Comprehensive Plan: NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Scope of Services. The Contractor agrees to provide planning services to the Client. The services to be performed are described in Exhibit A: Scope of Services, attached hereto and incorporated herein. The Client agrees to provide supporting services to the Contractor as described in Exhibit A. 2. Time of Performance. The services of the Contractor are to commence on the date of execution of this agreement, and shall be undertaken and completed in such • sequence as to insure their completion consistent with the schedule in Exhibit A. The time of performance may be extended by mutual agreement of the parties. Contractor's work will be of a level that is considered professionally acceptable in the planning profession. 3. Method of Payment & Total Proiect Amount. The Client shall compensate Contractor for its services in accordance with the Compensation Schedule set out in Exhibit B. The amounts set forth on Compensation Schedule are not to exceed amounts for each task. It is understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of $50,000 for all services rendered. By mutual agreement, the Client and Consultant may reallocate the budget among project tasks if the total budget amount remains unchanged. 4. General Terms and Conditions. A. Termination of Agreement: The Client shall have the right to terminate this Agreement, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date thereof, which notice shall be given at least 30 days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement shall become the Client's property. Contractor shall be entitled to receive compensation in accordance with the Agreement for any satisfactory work completed pursuant to the terms of this Agreement prior to the date of termination. Not • withstanding the above, Contractor shall not be relieved of liability to the • Client for damages sustained by the Client by virtue of any breach of the Agreement of the Contractor. B. Changes. The Client may, from time to time, request changes in the scope of services of the contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the Client and the Contractor, shall be in writing and upon execution shall become part of the Agreement. C. Assignability. Any assignment or attempted assignment of this Agreement by Contractor without the prior written consent of the Client shall be void; provided, however, that claims for money due or to become due Contractor from the Client under this Agreement may be assigned to a bank, or other financial institution, without such approval. Notice of any such assignment or transfer shall be furnished to the Client. D. Audit. The Client or any of its duly authorized representatives shall have access to any books, documents, papers, and records of Contractor which are pertinent to Contractor's performance under this Agreement, for the purposes of making an audit, examination, or excerpts. The Contractor shall maintain records for 3 years after contract ends. • E. Ownership of Documents. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this Agreement shall be the property of the Client. However, Contractor shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. F. Governing Law. This Agreement has been executed by the parties hereto on the day and year first above written and shall be governed by the laws of the State of North Carolina. Contractor shall also comply with all applicable state and federal laws and regulations and resolutions of the Client. G. Subcontractors. Subcontractors maybe utilized if approved by the Client. H. Notices. Any notice concerning the terms and conditions of this Agreement from Contractor to the Client shall be in writing and delivered, either personally or by mail (postage prepaid), by telegram or facsimile transmission and shall be addressed as follows: Mr. Tom Altieri, Comprehensive Planning Supervisor 306-F Revere Rd., PO Box 8181 Hillsborough, North Carolina 27278 Facsimile number: (919) 644-3002 • 2 • Notices to Contractor from Client shall be in writing and delivered, either personally or by mail (postage prepaid), by telegram or facsimile transmission and shall be addressed to: Mr. Roger Waldon Clarion Associates 1526 East Franklin Street, Suite 102 Chapel Hill, North Carolina 27514 Facsimile number: (919) 967-9077 Notices shall be deemed effective upon delivery in the event of personal delivery, and after three (3) days when mailed, postage prepaid; if transmitted by facsimile or telegram, upon verified receipt of the electronic transmission. Either party may change its address in reference to notices by written notification to the other party. 5. Indemnification. Contractor shall indemnify and hold Client harmless from and against and all claims, suits, or action made or asserted for any damage to person or property occasioned by the negligent errors or omissions by Contractor in connection with performance of Contractor's obligation under this Agreement. A. Independent Contractor. Contractor is an independent contractor. • Notwithstanding any provision appearing in this Agreement, all personnel assigned by Contractor to perform work under the terms of the Agreement shall be and remain at all times, employees of the Contractor for all purposes. The Contractor, its agents and employees, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees of Client. 6. Extent of Agreement. This Agreement represents the entire and integrated agreement between the Client and the Contractor and supersedes all prior negotiations, representations or agreement, either written or oral. This Agreement may be amended only by written Agreement signed by both the Client and the Contractor. 7. Mediation and Arbitration. Any disputes arising out of this Agreement shall be subject to arbitration. As apre-condition to the filing of any such arbitration, all claims, disputes, and other matters in question between the parties to this Agreement arising out of or relating to this Agreement concerning a breach thereof, shall first be submitted to non-binding mediation prior to initiation of any arbitration unless the parties mutually agree otherwise. The cost of said mediation shall be split equally between the parties. This Agreement to mediate shall be specifically .enforceable under the prevailing laws of the State of North Carolina. The parties agree- that any disputes concerning the terms and conditions of this • Agreement that cannot be resolved after consultation and discussion between the 3 parties or by mediation shall be submitted and finally settled by arbitration. Any arbitration shall be conducted under the rules of the American Arbitration Association. Mediation or arbitration conducted under this Agreement shall occur in Orange County, North Carolina. 8. Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the remaining provisions of this agreement shall remain valid and bindingypeo`thepnrties hereto. CLARI(~ ASSO BY• // raig Ric rd Title: ice Pre~i ent U Date: 4 ORANG COUNTY / oses Carey, Jr. l Title: Chair, Board of Coun ommissioners Date: ~%~ sT ~J 4