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Home My WebLink About2005 S Purchasing - Linked Economic Development & Affordable Housing Foundation INC- Actions Related to Planned Acquisition of Triangle SportsPlex PropertyPw~ s~-ml~ ~G4 , ORIGINAL SIGNATURES ' Sportsplex Agreement Orange County/LEDAHF ~ COPY +~- ! d ~ Z Agreement for Project Management Servic»s'I'. ~'~~ -- - - This Agreement for Project Management Services is made and effective August 16"', 2005, by and Orange County, North Carolina ("Orange County" or "Client") and the Linked Economic Development and Affordable Housing Foundation, Inc. ("Project Manager", or "LEDAHF"). 1. Pumose. Orange County retains LEDAHF as its Project Manager for the acquisition, development, construction, and operations of the Triangle Sportsplex and Northern Orange Senior Center ("Sportsplex", or "Project"). LEDAHF agrees to provide such services in the proper manner and represent the Client's interests to the best of its abilities, all according to the terms of this Agreement. 2. Subject Matter. LEDAHF will act as Orange County's Agent and complete the following described services: a) Supervise and manage the full process of acquiring, constructing and establishing operations of the Sportsplex to include but not be limited to: 1. Facilitation assistance for the County Staff; 2. Contract preparation and negotiation; 3. Due Diligence organization and supervision; 4. Financing structure planning and assistance; 5. Facilitation and supervision of the pre-construction, design and construction process; 6. Supervision of selected vendors and professional firms throughout this process to include assistance to County Staff on financial controls through development and construction; 7. Scheduling and critical path management; 8. Communications to Staff and its Board of County Commissioners ("BOCC"); 9. Facilitation and supervision of the transition operations period; b) Provide documentation of the full process; c) Attend all meetings and be reasonably available at all times for the County Staff and the BOCC; d) Execute any instructions as directed by County Staff. 3. Other Matters. This Agreement contemplates that the Project Manager will represent the Client only with respect to the matters described above. Any other matters, except those incidental to and necessarily related to the covered matters, shall not be performed by LEDAHF without the prior written authorization and agreement with Orange County. 4. Fees. Client agrees to pay LEDAHF a fixed monthly fee ("Fee's in the amount of Four Thousand Dollars ($4,000) for the services provided pursuant to this Agreement during the pre- closing and pre-construction periods. During construction, the Fee will be the greater of $4,000 or Sportsplex Agreement: Orange County/LEDAHF 2 4.75% of the total hard and soft costs of the Project drawn for that month. Hard costs are defined as contracted construction costs for the project. Soft costs are defined as all engineering, design, and related non-construction costs that inure to the project. Hard and Soft costs will be approved by the Orange County Staff. A concept budget of these costs framing this Agreement presented at the 3/15/05 BOCC meeting are attached to this Agreement as Appendix A. The total compensation to LEDAHF shall equal 4.75% of the total hard and soft costs of the Project. The total compensation shall not exceed $85,000 for the scope of services outlined in this Agreement. Any significant change in the scope of services required by Orange County that warrant an increase in this total compensation amount will be addressed in an addendum to this Agreement agreed to by both the Client and the Project Manager. 5. Costs and Expenses. Client shall reimburse the Project Manager for its direct costs incurred to only include reproduction expenses, presentation expenses, and mileage at the rate of $.31 per mile. Telephone expenses will be the responsibility of the Project Manager. All reimbursement expense reports must by approved by Orange County Staff. Orange County will provide office space and support when LEDAHF working in Orange County on the Project. 6. Termination of Services. This Agreement can be terminated at such time that Orange County decides not to pursue the acquisition of the Sportsplex. Client may terminate this Agreement if the Project Manager is in breach of its obligations contained in this Agreement. The Project Manager may terminate this Agreement if Client is in breach of its obligations contained in this Agreement. Orange Coun#y may terminate this Agreement at any time subject to Client's obligation to pay Project Manager for services rendered (to the date of termination) pursuant to this Agreement. 7. Independent Contractor. Each party is, and shall remain, an independent contractor with respect to all services performed under this Agreement. Nothing is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties or as constituting either party as the agent, representative, or employee of the other for any purpose or in any manner whatsoever. Each party represents that it has or will secure at its own expense all personnel required in performing their respective services under this Agreement. Any and all personnel of either party or other persons engaged in the performance of any work or services under this Agreement shall have no contractual relationship with the other party, and shall not be considered an employee of any other party. Any and all claims that might arise under the Unemployment Compensation Act, the Workers' Compensation Act of the State of North Carolina, or any other applicable Federal or State law, rule, or regulation on behalf of said personnel, arising out of employment or alleged employment, including, without limitation, claims of discrimination against either party, its officers, agents, contractors, or employees shall in no way be the responsibility of the other party. To the extent permitted by law,. each party shall defend, indemnify, and hold the other party, its officers, agents, and employees harmless from any and all such claims. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind whatsoever from the other party, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensation, Re-Employment Insurance, disability, severance pay, or PERA. Sportsplex Agreement: Orange County/LEDAHF 3 8. Noti s. Any notice under this Agreement shalt be effectively given upon deposit in the United States mail, postage prepaid, by facsimile, or by recognized overnight delivery service addressed as follows: Client: Orange County C/O Pam Jones, Director of Purchasing 200 South Cameron Street PO Box 8181 Hillsborough, NC 27278 (919) 245-2652 (919) 644-3001 (fax) Project Manager: LEDAHF, Inc. C/O Jeff Thompson 123 North Main Street Belmont, NC 28012 (704) 825-8868 (704) 825-8869 (fax) 9. No Assignment. Client and Project Manager agree that neither parley may assign or transfer any rights and obligations under this Agreement, directly or indirectly except upon the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. 10. Final Agreement. This Agreement includes the entire understanding and agreement between Client and Firm on the subject matter hereof. This Agreement may be modified only in writing signed by both parties. Sportsplex Agreement: Orange County/LEDAHF 4 In witness whereof, the parties hereto have caused this Agreement to be executed as of the date first above written. Orange County, North Carolina By: Moses Carey, Jr. Chair, Orange County of Commissioners ATTEST• ~¢~~-- Donna S. Baker Clerk to the Board of Commissioners For LEDAHF, inc. j:~ ~ ~-~...~ Je Thompson President uiuc~uvw~. SIG~•r~~s