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HomeMy WebLinkAbout2012-020 AMS - 5th Wall LLC Preparation of roof Asset management plan $23,5001all- o~ d ,¢ yc S (~ ~~ epartmental Use Only] 1X:1~ I~j rrLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this 30th day of January, 2012, ("Effective Date") by and between Orange CounTy, North Carolina a body politic and corporate of the Sta.te of North Carolina (hereinafter, the "County") and SthWall, LLC, (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 (insert type of project): Roof Condition Survey and Asset Management Program per SthWall proposal 11-10-08 dated October 9, 2011 (atta.ched). 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. 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 sha11 provide the County with a11 services required in Section 3 to satisfactorily complete the Project within the time limita.tions 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 in accordance with the highest generally accepted standards of this type of Provider practice throughout the United Sta.tes 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 a11 work related to the Basic Services. ii) Provider sha11 be responsible for a11 enors or omissions, in the perFormance of the Agreement. Provider shall correct any and a11 errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) T'he Provider sha11 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 sha11 create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and a11 employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, sha11 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 sha11 be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, sha11 be required to comply with all federal, sta.te 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 andlor 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): Conduct roof condition survey of various County-owned/operated facilities. Update prioritized maintenance and replacement schedule. Itemization of remedial action and development of work scope. Update budgets. Upda.te Orange County Roof Asset Management Program database for managing, tracking, and projecting needs and costs. 4. Duration of Services a. Term. The term of this Agreement sha11 be from January 30, 2012 to September 30, 2012. b. Schedulingof 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 his efforts, including providing additional Revised July 2010 2 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 February 20, 2012. 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 Twenty Three T'housand Five Hundred Dollars ($23,500). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment sha11 be subject to provisions of Section 5(b). b. Disputes. In the event the amount sta.ted on an invoice is disputed by the County, the County may withhold payment of a11 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 payxnent ass~ciated with the work to be performed until such time as said work is completed. c. Additional Services. County sha11 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. T'he County has designated (Wayne Fenton) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines esta.blished by the County Manager andlor the County Board of Commissioners and sha11 be available during working hours as often as may be reasonably required to render decisions and to fiunish 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 b. 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. Insurance Ratin~. shall be Best's A. the Provider c. Limits of Covera~e. 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 • Automobile Liability • Professional Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate. Combined Single Limit $500,000 d. Additional Insured. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement sha11 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 thirly (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. S. Indemnity a. Indemnitv. The Provider agrees to defend, indemnify and hold harmless the County from a11 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 except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Cazolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement sha11 be made by a written Revised July 2010 4 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 sha11 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 sha11 be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, 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. 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 sha11 be governed by the laws of the State of North Carolina. c. Dispute Resolution. Any and a11 suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement sha11 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 sha11 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 a11 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. Severa.bilitv. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement sha11 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 sha11 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 sha11 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 andlor 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. 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: P.O. Box 8181 Hillsborough, NC 27278 Provider's Name SthWa11, LLC 9601 Baileywick Rd Raleigh, NC 27615 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and sea1, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Revised July 2010 6 By: Frank ' on, Co anager By: `•! - -- --- Printed Name and Title This instrument has been approved as to technical content. ~G~, , Dep ent Director This instrument has been pre-audited in the manner required by the Loca1 Government Budget and F' cal Control Act. ~. //'"'-"' Office of the Finance Director This instrument has been approved as to form and legal sufficiency. Office of ounty Attomey Revised July 2010 - th ; AL~ 6ui~DiNy DiA4Na5Tic5 CcN~u~TAN;~ October 9, 2011 Wayne Fenton Assistant Public Works Director Orange County Purchasing and Asset Management Highway 86 North Hillsborough, NC 27278 RE: Roof Condition Survey and Asset Management Program 53 Facilities Orange County SthWall Proposal No. 11-10-08 Dear Mr. Fenton: At your request we have prepazed this proposal for updating of the Orange County Roof Asset Management Program. Objectives to be accomplished include: ~ Conducting roof condition surveys of each of the facilities • Updating the prioritized maintenance and replacement schedule • Itemization of remedial action and development of a scope of work • Updating of budgets • Updating of the Orange County Roof Asset Management Program database for managing, tracking, and projecting needs and costs The facilities to be included in the roof condition survey and asset management program are as follows: Cedar Grove Northern Human Services - Wings not included Chapel Hill Solid Waste Operations Center Animal Services Center Southern Human Services Southern Human Services - Mechanical Building Robert & Pearl Seymour Senior Center 501 West Franklin Skills Development Center Millhouse Road Pazk House (Julia Blackwood Farm) 9601 Baileywick Rd • Raleigh, NC 27615 www.5thwallbdc.com 919/616-4715 Wayne Fenton Roof Asset Management Program Orange County SthWall Proposal 11-10-08 October 9, 2011 Page 2 Efland Efland Community Center - Open Shelter (Small) Efland Community Center - Main Building Efland Community Center - Open Shelter (Large) Efland Community Shelter - Storage Hillsborough 129 King Street Asset Management Services Inventory Facility Asset Management Services North Admin Building Asset Management Services North Storage Central Orange Senior Center a) SportsPlex Central Recreation Center Court Street Annex (Addition) Court Street Annex (Original) Courthouse - New (Battle Court Addition-1997) Courthouse - New (Original-1954) Courthouse (Historic) Dickson House - Historic Office Dickson House - Historic Residence Dickson House - Restroom Building District Attomey Building Emergency Services (Meadowlands) EMS Communication Tower - ENO Mountain Environmental & Agriculture Center ES Substation Fuel Station Gateway Center* Government Services Annex Hillsborough Commons (Phase I)* Jail (Addition - 1992) Jail (Addition - 1997) Jail (Original - 1925) John Link, Jr. Government Services Center Justice Facility Library Motor Pool Facility (Current) Piedmont Food and Agriculture Center Public Market House SportsPlex Storage Building at Environment & Ag Center West Campus Office Building Whitted Human Services - "A" Building (Addition) Whitted Hunan Services -'A' Building (Original) Whited Human Services -'B' Building Whitted Human Services - Connecting Corridor 9601 Baileywick Rd • Raleigh, NC 27615 www.5thwallbdc.com 919/616-4715 Wayne Fenton Roof Asset Management PrograzYi Orange County SthWall Proposal i i-10-08 October 9, 2011 Page 3 Items with askerisk(*) - To be priced separately Scoue of Services Our services will include: 1. Conducting a thorough uisual examination of the roof systems. The e~camination will note deficiencies within roof system components including field membrane, baseflashings, roof penetrations, perimeters and other roof related items. 2. Extracting and evaluating core samples (where possible) to determine the type, quantities, and condition of the various materials contained within the roof system. Note: Core samples will be e~rtracted primarily from low slope roof systems. Facilities with steep slope roof systems e.g. shingles, slate, tile, meta.l, are generally not conducive to the extraction of core samples. As such, core samples will not be extracted. Taking record photographs of each roof sector and typical deficiencies. 4. Preparing a sketch of each roof showing major roof top equipment and features. Updating the current Roof Asset Management Program database to include a11 data noted herein for use by Orange County. Assistance Reauested of Qran~e Countv Purchasin~ and Asset Mana~ement We request your assistance in performing the requested services as follows: 1. Ananging for safe access to each roof by way of ladder, roof hatch, stairway, or mechanical lift. 2. Arranging for access to the interior of each facility to allow e~nination of the underside of the roof deck and observe for possible azeas of leakage and water damage. 3. Providing copies of plans, specifications, reports, etc for our use in performing the requested services. 4. Granting permission to take record photographs. Granting permission to make and repair test cores. Please note that test cores involve cutting through the membrane, insulation and vapor retarder down to the roof deck for the purpose of extracting samples and making observations. We will make repairs using generally accepted roofmg materials and practices, however, due to anticipated deterioration and the otherwise unknown physical condition of eausting materials, we cannot assume responsibility for the watertight integrity of the roof system nor any resulting damages. Additionally, should a roof be under warranty please arrange for and authorized roofmg contractor to witness and repair the test cut or provide written documentation to the effect that our actions will not invalidate the warranty. 9601 Baileywick Rd • Raleigh, NC 27615 www.5thwallbdc.com 919/616-4715 Wayne Fenton Roof Asset Management Program Orange County SthWall Proposal 11-10-08 October 9, 2011 Page 4 6. Advising us of your representative with whom we should contact with regard to performance of the requested services. Timin~ We propose to begin the requested services upon receiving your authorization to proceed and will complete the work in accordance with a mutually agreed upon time frame. Cost We propose to charge for the services outlined herein a lump sum fee of Items with askerisk(*) C~ateway Center $1,600 Hillsborough Commons (Phase I) $2,100 $23,500 NOTE: If both facilities included in total scope of work, no additional charges will be incurred. Authorization Upon your review and approval please indicate your acceptance of this proposal and our authorization to proceed by executing the attached Agreement for Professional Services and returning it to our office. Should a purchase order be issued, please reference this proposal in your purchase order. Should you have any questions please contact our office at your convenience. We look forward to working with you on this project. Sincerely, SthWalt Building Diagnostics Consultants J~ Jeffrey L. Spady, RRC 9601 Baileywick Rd • Raleigh, NC 27615 www.5thwallbdc.com 919/616-4715