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HomeMy WebLinkAbout2006 S EMS - Fire and Rescue Service Study Proposal Award - Sage Consulting Group from Raleigh NC AGFtEF~NT FOR C~iSULTING SI~RVICLS This agreement (hereafter "agreement") is made this 7th day of March, 2006 between IL GRUPPO SAVIA, Inc., a North Carolina Corporation, d/b/a "The Sage Group", 10909 Leslie Drive, Raleigh, North Carolina, hereafter called the "Consultant", and Orange County, North Carolina, hereafter called the "County". WHEREAS, the County is faced with increasing demands for fire, first responder, rescue and other EMS services (hereafter collectively "EMS services") within Orange County and a limited budget; WHEREAS, while the EMS services rendered by volunteer, municipal and county EMS service providers in Orange County may be adequate, the County is seeking an impartial assessment of current EMS service and assistance in developing a long-range EMS service plan; WHEREAS, the County wishes to engage Consultant to assess the current level of EMS services provided in Orange County and to recommend an EMS service plan that meets the projected long- range EMS service needs of Orange County and its residents, giving due consideration to overall costs, benefits and best practices (hereafter collectively the "Project") incorporating the Project goals and objectives specified in the County's "RFP NUMBER 5119 for Fire and Rescue Assessment and Plan" issued December 14, 2005, as amended by "Addendum # 1" dated December 22, 2005, which RFP and .Addendum are collectively attached and incorporated herein as Attachment I; WHEREAS, Consultant proposes to supply a team (hereafter "Project Team"), to conduct the Project; NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants herein, agree as follows: ARTICLE I - SCOPE OF SERVICES OF CONSULTANT 1.1 Consultant agrees to timely perform professional services and deliver deliverables in connection with the Project as set forth and specified in Consultant's "proposal to provide consulting services to Orange County in the development of a Fire and Rescue Assessment and Plan" dated January 5, 2006, attached and incorporated herein as Attachment II, which professional services shall hereafter be collectively described as "Scope of Services." 1.2 Consultant shall provide the Scope of Services, and deliver the deliverables related thereto, in phases as specified in Section II of Attachment II. ARTICLE II - RESPONSIBILITIES OF CONSULTANT 2.1 All work shall be done in a good and professional manner. Consultant is responsible for the professional quality, accuracy and timely completion and submission of all deliverables and services related to Scope of Services. Consultant shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its deliverables and other services. The approval of deliverables furnished under this contract shall not in any way relieve the Consultant of responsibility for the accuracy of its work. The review, approval, acceptance or payment for any of the services shall not be construed as a waiver of any rights that the County may have arising out of the Consultant's performance of this agreement. 2.2 Consultant shall not, except as otherwise provided for in this agreement, subcontract the performance of any work under this agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.3 The relation of Consultant to the County at all times shall be as independent contractor. 2.4 Any and all employees of the Consultant or any other Project Team member engaged by the Consultant in the performance of any work or services required of the Consultant under this agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees or other Project Team Members while so engaged shall be the sole obligation and responsibility of the Consultant. 2.5 Consultant agrees that Consultant and its subcontractors, if any, shall be required to comply with all federal, State and local antidiscrimination laws, regulations and policies that relate to the performance of Consultant's services under this agreement. ARTICLE III - COUNTY'S gESPONSIHILITIE3 County shall fulfill the responsibilities specified in Attachment III, which is attached and incorporated herein, in a timely manner so as not to delay the provision of Scope of Services by the Consultant. ARTICLE IV - PERIOD OF SERVICES 4.1 The period of performance of Scope of Service shall be approximately 3 months beginning upon the effective date of this agreement and- continue until delivery of the final report. This agreement shall be effective upon the last date of its execution. 4.2 Neither party shall hold the other party responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's employees, agents or subcontractors. ARTICLE V - PAYI~NTS TO CONSULTANT 5.1 County shall pay Consultant for services provided under this agreement as follows: 5.1.1 A total fee not to exceed $25,000 (hereafter ~~total fee") for all expenses and professional fees and other costs in providing the Scope of Services, payable in four installments as set forth in Attachment III. The consultant assumes responsibility for any cost overruns within the Scope of Services provided for in this agreement. 5.1.2 Upon completion, delivery and acceptance by the County of Scope of Services, Consultant shall submit statements for each installment provided for in this Article, and acceptance of said services shall not be unreasonably withheld by the County. County shall make prompt payments in response to Consultant's statements. Payments shall be made within 30 days of County's receipt of Consultant's statements. A late payment fee of 1.5$ of any amount outstanding beyond said 30-day period will be due and payable to Consultant. 5.1.3 In the event of termination as provided in Article VI of this agreement, the Consultant shall be paid as specified in statements provided for in this Article that are issued for Scope of Service completed, delivered to and accepted by, the County up to the date of termination. ARTICLE VI - MISCELLANEOUS PROVISIONS 6.1 Termination. Either party may upon seven (7) days' written notice to the other party, terminate this agreement in the event of substantial failure by the other party to perform in accordance. with the terms hereof through no fault of the terminating party. Notwithstanding the foregoing, the right is reserved to the County to terminate this agreement at any time, with or without cause, upon 30 days written notice to Consultant. 6.2 Insurance. Consultant shall procure and maintain during the term of this agreement the following insurance: comprehensive general liability insurance at limits of $1,000,000 per accident/occurrence (each member of the engagement team having their own general liability as described), and professional liability insurance. Excepting any worker's compensation insurance, employer's liability insurance and any professional liability insurance secured by the Consultant, the County will be named on all certificates of insurance as an additional insured. Consultant shall furnish the County with verification of insurance and endorsements required by this agreement. County reserves the right to require complete certified copies of all required insurance policies at any time. All said insurance shall be obtained from an insurance company authorized to do business in the State of North Carolina. Consultant shall submit the certificates of insurance as outlined above within 21 days of the execution of this agreement by the County. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the County. 6.3 Indemnification The County agrees, to the extent allowed by law, to indemnify and make whole Consultant in the event of any litigation brought by a third party against the County and/or the Consultant in a matter related to the Project, where and to the extent the Consultant incurs costs relative to such litigation. Nothing in this agreement is to be construed as creating any right in any third party nor is any provision of this agreement to be deemed as a waiver of governmental immunity by the County. 6.4 Controlling Law. This agreement is to be governed by the laws of the State of North Carolina. 6.5 Captions. The captions in the agreement are for the convenience of the parties and convey no rights or obligations upon either of them. 6.6 Notices. Any notice required by this agreement shall be in writing and delivered by certified or registered mail return receipt request to the following: County: ORANGE COUNTY, N.C. Attn: Consultant: THE SAGE GROUP Attn: Steven A. Savia, CMC Managing Principal c/o The Sage Group 10409 Leslie Drive Raleigh, North Carolina 27601 6.7 Professional Practices. Consultant shall render services under this agreement in accordance with the generally accepted professional practices for the intended use of the Project. 6.8 Integration. This agreement, including its Attachment I, Attachment II and Attachment III, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In case of conflict between Attachment II and Attachment III, the provisions of Attachment III shall control. This agreement may be amended only by written instrument signed by both the County and Consultant. 6.9 Severability. In the event any provisions of this agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. 6.10 Execution and Acceptance. This agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original having identical legal effect. Consultant does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the attached Attachment II. IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized representatives as of the date set forth above. (For County) 0 OUNTY, NO TH By ,., Chair of e~ oar County Commis ' one ATT Clerk of the oard of County Commissioners CA LINA of ex's (For Consultant) IL GRUPPO SAVIA, INC. D/B/A/ SAG ROU " Y This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Orange County Finance Officer ATTACHMENT I INSERT- RFP 5119 AND ADDENDUM I TO THE RFP 5119 ATTACHMENT II INSERT THE SAGE GROUP PROPOSAL ATTACHMENT III 1. The County will be billed for 25% of the total fee upon the effective date of this agreement. 2. The County will be billed an additional 25~ at the completion of the data gathering phase of the Project, which shall be documented in writing in a status report or other separate deliverable to the County. 3. The County will be billed another 25~ following the completion of the analysis and preparation of preliminary recommendations, which shall be documented in writing in a status report or other separate deliverable to the County. 4. The County will be billed for the remaining 25~ of the total fee upon delivery and acceptance of the final Fire and Rescue Assessment and Plan. 5. The County will designate a single individual to be the key Project liaison to the Consultant. This person will be The Consultant's contact for questions or information or logistical requests relative to this Project. This person will be in addition to any Project advisory team that may be identified and assigned for substantive aspects of this Project. 6. The County agrees to make available to the Consultant any reasonable request by the Consultant for public information relative to data necessary to successfully complete the Project. The Consultant will be the determiner of the necessity for information. In the event the County believes -the requested information is not a public record, or the request is unreasonable, the County shall provide in writing a description of why the information will not be made available.