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HomeMy WebLinkAbout2011-118 Planning - Obrien/Atkins Associates -Planning Study- Orange County Western Economic Development District~~~Q ~,y . v~,,", , NORTH CAROLINA ORANGE COUNTY [Departmental Use Only] TITHE SERVICES AGREEMENT UNDER $90,000.00 This Services Agreement (herinafter "Agreement"}, made and entered into this day of , 20 ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and ObrienlAtkins Associates, PA, (hereinafter, the "Provider"}. That the County and Provider, far 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 (insert type o, f project): professional planning, graphics and landscape architectural 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 mazaner. iii) Time is of the essence with respect to this Agreement. iv) 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 the highest professional standards. b. Standard of Care. i} The Provider shall exercise reasonable care and diligence in performing services under this Agreement consistent with the degree of care and skill ordinarily exercised by landscape architects licensed in North Carolina and 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 Revised July 2010 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. 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 made by Provider in the performance of this Agreement, 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): See Attachment 1 -Refers to letter dated May 12, 2011 from OBrienAtkins to Gary Shope, Economic Development Director of Orange County. 4. Duration of Services , a. Term. The term of this.Agreement shall be from May 16, 2011 to August 15, 2011. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. ii} Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in Revised July 2010 2 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 May 16, 2011. S. 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 Thirty Thousand Six Hundred Fifty Dollars {$30,650.00). 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 (Gary Shope, Economic Development Director) 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. 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 of the Provider`s employees or any other person and to real and personal property including loss of use resulting thereof; Revised July 2010 3 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 Ratins?. 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 RiskManagermust be consulted prior to finalizing this Agreement). o, Limits of Coverase. Minimum limits of insurance coverage shall be as follows: 1NSLrRANCE 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. 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, non-renewal or reduction of coverage. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including 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 caused in whole or in part by the negligence or misconduct of the Provider, its officers, agents, employees or representatives except to the extent same are caused by the negligence or willful misconduct of the County or others. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement Revised July 2Q1 p 4 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. TeriminaHon 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 and County has not disputed, to the date of termination. ii) Should this Agreement be terminated, the Frovider 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. 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. 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 alt 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. Revised July 2010 5 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 become. the property of the County and may be used on any other project without additional compensation to the Provider. To the extent the County uses documents, items ar things generated by the Provider in the performance of this Agreement on any other project, the County shall indemnify, hold harmless and defend Provider from and against ail loss, claims or expenses including reasonable attorney's fees arising out of or related to such use. 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 of such limitation or change in County's legal authority. In the event of termination of the Agreement for this reason, Provider shall be entitled to payment for fees and expenses it has earned as of the date of termination in accordance with Section 10(c)(i). 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 Attention:Gary Shope P.O. Box 8181 Hillsborough, NC 27278 Provider's Name OBrien/Atkins Assoc., PA P.O. Box 12037 RTP, NC 27709 Revved July 2010 6 IN WITNESS WHEREOF, the Parties, by and through their authorized hereunder sat their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: ~l _ By: By: Printed Name `and agents, have This ins ent has been approved as to technical content. <~ f annin epartment D~ ctor is evelopm t Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Finance Director This instrument has been approved as to form and legal sufficiency. Office of the o ty Attorney Revised July 2010 7 O'Brien/Atkins Associates, PA Post Office Box 12037 Durham 919/941-9000 Architecture/Engineering Research Triangle Park, NC 27709 Fax 919/941-9006 Landscape Architecture/Planning www.obrienatkins.com Interior Design Jay W. Smith, RLA, ASLA, LEED AP Principal Director, Landscape Architecture/Planning OBrienAtkins May 12, 2011 Mr. Gary Shope Director of Economic Development Orange County 131 West Margaret Lane Suite 201 Hillsborough, North Carolina 27278 RE: Planning Study -Orange County Western (aka Buckhorn-Mebane) Economic Development District Dear Gary: I enjoyed my meeting with you and Dottie and Craig to discuss the planning and marketing of Orange County's Western Economic Development Districts. O'Brien/Atkins is pleased to submit this proposal for professional planning services to examine the Western Economic Development District (EDD) properties along I40. We will evaluate the properties' natural features and prepare a conceptual master plan(s) of its potential development. The following is the scope of services we propose: Step I Planning: 1. We will utilize base plans of the Western EDD provided to us by the Orange County Planning GIS Division. From these plans we will prepare our planning bases of the Western EDD. 2. We will prepare a site analysis of the natural features of the various properties including soils, topography, streams and wetlands and vegetation provided by Orange County Planning GIS Division. 3. We will prepare a master plan layout of specific larger area quadrants showing likely access points and basic internal road plan. The general quadrant areas are noted on Attachment 1. 4. Together with the County Planning and Economic Development staff, we will identify and select 3 sites for conceptual development site plans roughly showing buildings, parking, setbacks and landscaping. 5. We will determine the buildable area of the sites through evaluation of the natural features analysis and overlay of regulatory requirements. 6. We will meet with the planning staff to determine the development program (i.e. retail, office or light industriaUdistribution) for the sites. We will prepare a summary report of this program. 7. Together with the marketing and planning staff, we will prepare a 'story board' of exhibits to be produced. Page 2 of 3 OBrienAtkins Step II -Production of illustrations and planning exhibits; 1. We will finalize and render the analysis exhibits. 2. We will prepare 3 concept plans of the selected EDD sites chosen to represent the development types desired. 3. We will compile representative photographs both air photo and plan elevation view of the mixed use developments being proposed with approximate background site development statistics. Some photographs would be from local developed sites and a few representative examples without statistics. 4. We will prepare supportive text for the planning concepts and illustrations. Text to include general aspects of a site development plan such as Floor Area Ratio (FAR), impervious area requirements, parking, landscaping, setbacks, stormwater controls, etc. 5. We will mount the planning concepts, analysis and photographs on foam core boards for the County's continued use. 6. We will transmit to the County all exhibits and illustrations in electronic format for their continued use. Deliverables: 1. Site analysis plans of natural features 2. Buildable area study and regulatory plans of the 3 selected sites 3. Summary program report (8 '/z" x 11" with 11" x 17" foldout plans) 4. Conceptual plans of 3 selected sites 5. Story boards (6) with plans and photos (foam core `gator' boards 30" x 42") 6. Electronic delivery of all components of the photographs, illustrations and planning concepts for website use. Comuensation and Schedule: O'Brien/Atkins will prepare the above scope of services for the following lump sum fee: X30,650.00 (Thirty Thousand Six Hundred Fifty Dollars) Reimbursable expenses will be billed beyond the lump sum fee named above and will include printing, mileage/travel and any postage. Invoices are due within 30 days of receipt. We anticipate approximately 10 - 12 weeks for the project's completion. We understand that the products need to be ready on or about August 15, 2011. Thank you for this opportunity to work with you on this exciting project. If the contents and terms of this proposal are acceptable, please indicate by signing below and returning a copy to my attention this . , Page 3 of 3 OBrienAtkins will serve as our notice to proceed. Sincerely, O'BRIEN/ATKINS ASSOCIATES, PA ay W. Smith, RLA, ASLA, LEED AP 'pal, Director of Landscape Architecture and Planning ACCEPTED: Signe Date ~ !/ Plan g Inspections Director Signed Date ~"~ ~~~~ o c De elop nt Director