HomeMy WebLinkAbout2010-115 AMS - Corley, Redfoot, Zack, Inc. - Architectural Design & Administrative Services NORTH CAROLINA
SERVICES AGREEMENT OVER$25,000.00
ORANGE COUNTY
This Services Agreement (herinafter "Agreement"), made and entered into this 10 day of
December, 2010, ("Effective Date") by and between Orange County, North Carolina a body
politic and corporate of the State of North Carolina (hereinafter, the "County") and Corley,
Redfoot, Zack, Inc., (hereinafter,the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to : Architectural Design and Administrative Services.
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner as is consistent with the generally accepted standard of
professional skill and care.
iii) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with generally accepted professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with generally accepted standards of this type
of Provider practice throughout the United States ordinarily exercised by similarly
situated Providers performing similar services in the same locality, at the same
site and under the same or similar circumstances and conditions and, subject
thereto in accordance with applicable federal, state and local laws and regulations
applicable to the performance of these services. Provider is solely responsible for
the professional quality, accuracy and timely completion and/or submission of all
work related to the Basic Services. It is understood, however, that various codes
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and regulations are subject to varying and sometimes contradictory interpretation.
Provider shall exercise its professional skill and care consistent with the generally
accepted standard of care to provide a design that complies with such regulations
and codes.
ii) Provider shall be responsible for all errors or omissions, in the performance of the
Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities, mistakes or conflicts at no additional cost to the County.
iii) The Provider 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.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider 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 while so engaged shall be the sole obligation and responsibility
of the Provider.
v) Provider agrees that Provider, its employees, agents 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 Provider's services
under this Agreement.
vi) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current,active,and not in a state of suspension or revocation.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): The design, construction document preparation,
and construction administration services for the interior renovations of the Whitted
Buildings A & B as well as minor site work related to ADA accessibility. These
renovations are to serve the Orange County Health Department.
4. Duration of Services
a. Term. The term of this Agreement shall be from 12/21/2010 to 9/30/2011.
b. Scheduling of Services.
i) The Provider shall schedule and perform his activities in as timely a manner as is
consistent with the generally accepted standard of professional skill and care.
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ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary, to perform his services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be 12/21/2010.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement
except for any authorized Reimbursable Expenses which are defined herein. The
maximum amount payable for Basic Services shall not exceed Seventy Nine Thousand
Five Hundred Dollars ($79,500). Payment for Basic Services shall become due and
payable within thirty (30) days of Provider properly invoicing County. Payment shall be
subject to provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Jeffrey E. Thompson) to
act as the County's representative with respect to the Project and shall have the authority
to render decisions within guidelines established by the County Manager and/or the
County Board of Commissioners and shall be available during working hours as often as
may be reasonably required to render decisions and to furnish information. Provider
shall be entitled to rely upon the accuracy and completeness of information provided.
7. Insurance
a. General Requirements. The Provider shall purchase and maintain and shall cause each
of his subcontractors to purchase and maintain, during the period of performance of this
Agreement:
i) Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
ii) Comprehensive General Liability Insurance covering claims arising out of or
relating to bodily injury, including bodily injury, sickness, disease or death of any
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of the Provider's employees or any other person and to real and personal property
including loss of use resulting thereof,
iii) Comprehensive Automobile Liability Insurance, including hired and non-owned
vehicles, if any, covering personal injury or death, and property damage; and
iv) Professional Liability Insurance, covering personal injury, bodily injury and
property damage and claims arising out of or related to the performance under this
Agreement by the Provider or his agents, Providers and employees.
b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be Best's A. If the Provider does not meet the insurance requirements, the County's
Risk Manager must be consulted prior to finalizing this Agreement
c. Limits of Coverage. Minimum limits of insurance coverage shall be as follows:
INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE
• Worker's Compensation Limits for Coverage A- Statutory State of N.C.
Coverage B - Employers Liability
$500,000 each accident and policy limit and disease each
employee
• Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate.
• Automobile Liability Combined Single Limit$500,000
• Professional Liability NOTE: Insert coverage limits required by Risk Manager if
applicable_
$1,000,000 Each Occurance; $2,000,000 Aggregate_
d. Additional Insured. All insurance policies (with the exception of Worker's
Compensation and Professional Liability) required under this Agreement shall name the
County as an additional insured party. Evidence of such insurance shall be furnished to
the County, together with evidence that each policy provides the County with not less
than thirty (30) days prior written notice of any cancellation (except for non-payment),
non-renewal or reduction of coverage.
8. Indemnity.
a. Indemnity. The Provider agrees indemnify and hold harmless the County from all loss,
liability, or expense, including reasonable attorney's fees, arising out of or related to the
Project and arising from bodily injury including death or property damage to any person
or persons to the extent caused by the negligence of the Provider. It is the intent of this
provision to require the Provider to indemnify the County to the fullest extent permitted
under North Carolina law. In no event shall the indemnification obligation extend
beyond the date when the institution of legal or equitable proceedings for professional
negligence would be barred by any applicable statute of repose or statute of limitations.
9. Amendments to the Agreement
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a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days' prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination.
ii) Should this Agreement be terminated, and provided Provider has been fully paid
for services rendered, the Provider shall deliver to the County within seven (7)
days, at no additional cost, all deliverables including any electronic data or files
relating to the Project. The County recognizes that data, plans, specifications,
reports, documents or other information recorded on or transmitted as electronic
media are subject to undetectable alteration, either intentional or unintentional due
to, among other causes, transmission, conversion, media degradation, software
error, or human alteration. Accordingly, the electronic documents provided to the
County are for informational purposes only and are not intended as an end-product.
The Provider makes no warranties, either expressed or implied, regarding the
fitness or suitability of the electronic documents.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
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b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina.
c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action. This
provision shall survive completion or termination of this Agreement; however, neither
parry shall seek mediation of any claim or dispute arising out of this Agreement beyond
the period of time that would bar the initiation of legal proceedings to litigate such claim
or dispute under the applicable law.
d. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
e. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
f. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall, upon full payment to Provider for services rendered, become the property of
the County and may be used on any other project without additional compensation to the
Provider. The use of the documents, items or things by the County or by any person or
entity for any purpose other than the Project as set forth in this Agreement shall be at the
full risk of the County.
g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
County's obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability and non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County's authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
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of such limitation or change in County's legal authority.
h. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider's Name
Attention:ca 6c T OMfp.6014 Corley, Redfoot,Zack, Inc.
P.O. Box 8181 P.O. Box 2368
Hillsborough,NC 27278 Chapel Hill, 27515-2368
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
executed this Agreement as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: M G -t B
Fr Clifto ,Manager
Printed Name and Title
Federal Tax ID #: s - i' Q�
c
a kei Clerk to the Board
t as been approved as to technical content.
'�roiina
rn
Pamela Jon epartment Director
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
Clarence G. Grier, Finance Director
This ins tru ,.ten4>as been approved as to form and legal sufficiency.
John K. Roberts, County Attorney
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