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HomeMy WebLinkAboutAgenda - 08-21-2012 - 7b 001 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: August 21, 2012 Action Agenda Item No. 7-b SUBJECT: Professional Services Agreement— Community Geothermal Analysis, Design, Bid Management, and Construction Administration DEPARTMENT: Asset Management Services PUBLIC HEARING: (Y/N) No ATTACHMENT(S): INFORMATION CONTACT: 1) Professional Services Agreement Jeff Thompson, 919-245-2658 PURPOSE: To award a professional services agreement to Reece, Noland & McElrath Engineers, Inc. of Waynesville, North Carolina in the amount not to exceed $175,625 for the analysis, design, bid management, and construction administration of the Community Geothermal and HVAC Capital Project#30018. BACKGROUND: In the fall of 2010, the Board of County Commissioners authorized staff to engage a firm for the installation of the Link Geothermal system and a subsequent analysis and design of the Community Geothermal system. In January 2011, staff interviewed four consulting engineering firms with experience in geothermal HVAC applications. Staff selected and engaged Reece, Noland & McElrath, Inc. ("RNM") based on its lengthy and successful experience with the design and installation supervision of geothermal systems. RNM's design of the Link system was successfully constructed in late 2011 and joined the Justice Facility as the second geothermal conditioned facility within the County facilities. RNM's remaining task is to analyze and design the geothermal system for the aging systems at the Jail, the historic Courthouse, the District Attorney Building, Court Street Annex, and the Battle Courtroom. A geothermal heating and cooling system is a sustainable building system that utilizes the Earth as either a heat source in winter or a heat sink in summer, and distributes heated or cooled air to the building (or series of buildings) as needed. In general, the Earth's crust maintains a constant temperature of approximately 55 degrees Fahrenheit no matter the surface climate condition. Tapping into this temperature constant allows the geothermal system to use less energy to heat and cool surface structures to a comfortable level. The geothermal system saves approximately 30-35% in energy use annually over conventional systems, reduces greenhouse gases released into the atmosphere, lowers overall maintenance requirements, is less costly to operate, and eliminates the need for noisy, obtrusive outdoor mechanical equipment. A geothermal system is slightly more expensive to install over 002 conventional systems, but this first cost is typically recovered through energy savings in approximately 5 to 10 years depending on use and local climate conditions. Should the Board approve the Construction Design and Bid process for this project, the project could be developed and constructed commensurate with the following timeline: TASK PROPOSED END BY BEGINNING DATE DATE BOCC Action: Award of Professional Services Contract 8/21/12 8/21/12 RNM finalizes analysis and design; prepares documents suitable for bidding 8/22/12 12/31/12 project and submits documents for regulatory approval Community Geothermal Bid Process 1/5/13 1/31/13 Link Center Bid Opening 2/5/13 2/5/13 BOCC Action: Community Geothermal Bid Award 3/13 3/13 Community Geothermal Well Field Installation (est. 4 month duration) 4/13 7/13 Community Geothermal Equipment Installation (est. 4 month duration) 8/13 11/13 FINANCIAL IMPACT: Funding totaling $1,759,000 was authorized by the Board for this project in the FY2012-13 Capital Investment Plan (CIP). RECOMMENDATION(S): The Manager recommends the Board: • award the Professional Services Agreement to Reece, Noland & McElrath Engineers, Inc. of Waynesville, North Carolina in the amount not to exceed $175,625 for the analysis, design, bid management, and construction administration of the Community Geothermal and HVAC Capital Project#30018; and • authorize the Chair to execute the Agreement upon final review by the County Attorney. IAC141-1r !-31— 003 [Departmental Use Only] TITLE Community GSHP FY 12-13 NORTH CAROLINA SERVICES AGREEMENT OVER $90,000.00 RFP —WITH REIMBURSABLE EXPENSES ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 21st day of August, 2012, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Reece, Noland, & McElrath, 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 Services Agreement ("Agreement") is for professional services to be rendered by Provider to County with respect to (insert type of project): Community Geothermal design, contruction document preparation, bidding services, and construction administration for the geothermal HVAC projects involving the historic Courthouse, the Jail, Court Street Annex, the County District Attorney building, and the Battle Courtroom. The contract documents include the attached Proposal dated August 6, 2012, entitled "County of Orange Geothermal Phase II" (Attachment A), and subsequent Design Documents, Specifications, Analysis and Addenda related to the Project. 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 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. Revised July 2010 004 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 States 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 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 in the contract documents 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. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals (the "RFP") "RFP Number 5168 for "Professional Engineering Services - Community Geothermal System(s)" issued October 28, 2011, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments A: Proposal dated August 6, 2012 entitled "County of Orange Community Revised July 2010 2 005 Analysis, Reports, and Addenda related to this Project (designate all attachments). In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. Wellfield Plan 12/31/12 2. Equipment Plan 12/31/12 3. Bidding 2/28/13 4. Notice to Proceed 3/31/13 5. Completion 12/31/13 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from August 21, 2012 to December 31, 2013. b. Scheduling of Services i) The Provider shall schedule and perform his activities in a timely manner so as to meet the Milestone Dates listed in Section 3. 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. Revised July 2010 006 iii) The Commencement Date for the Provider's Basic Services shall be August 21St, 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 reimbursable expenses as specified in section 5(c), below. The maximum amount payable for Basic Services is One Hundred Seventy Five Thousand Six Hundred Twenty Five Dollars ($175,625). 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. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for the next 10% of the whole.) b. 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. c. Reimbursable Expenses Reimbursable expenses are in addition to the fees for Basic Services and are for the following expenditures to the extent reasonable and actually incurred by the Provider with respect to the Project: i) Actual expenditures for postage, reproductions, photography, and long distance telephone charges directly attributable to this Project. ii) The actual cost of reproduction of reports, plans and specifications excluding documents for exclusive use by the Provider. iii) The Provider shall not be entitled to any mark-up on actual expenses incurred. iv) Reimbursable expenses shall be compensated by the County along with invoices for Basic Services provided by Provider. Payment of Reimbursable Expenses shall be subject to Provider's timely submission of valid receipts for any such expenses and approval by the County. Any additional charges not specified herein, must be mutually agreed to in advance by County and Provider and documented in writing with a letter signed by authorized representatives for County and Provider and, subject to budgeted funds. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated the (Jeff 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. Revised July 2010 007 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; 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. 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. Revised July 2010 008 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 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 Carolina 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 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, 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 Revised July 2010 009 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 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. d. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, 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. 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 Revised July 2010 010 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 Provider's Name &Address Attention: Jeff Thompson RN&M Engineers, Inc. P.O. Box 8181 409 North Haywood Street Hillsborough,NC 27278 Waynesville, NC 28786 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: By: (A. Bernadette Pelissier, Chair ep%., (er"--) % Orange County Board of Commissioners Printed Name and Title Attest: Donna Baker, Clerk to the Board [SEAL] This instrument has been approved as to technical content. Jeff Thompson, Department 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 County Attorney Revised July 2010 011 ENGINEERS REECE, NOLAND&1 IGELRATI-1,INC. 409 North Haywood Street•P.O.Box 540 Waynesville,North Carolina 28786-0540 Waynesville 828-456-9851 •Asheville 828-253-3280 Fax 828-456-6205•www..rnrn-enq:ineers.com DESIGN SERVICES PROPOSAL 4—?.del./x&A 7 A County of Orange Community Geothermal Phase Ii Hillsborough,North Carolina August 6,2012. Reece,Noland,&McElrath Engineers propose to provide Professional Engineering Services for design of HVAC Systems for this project. PROJECT DESCRIPTION: This is the next phase of the project identified by Orange County REP#5168 and associated addendum#1. This phase consists of design and construction administration for a geothermal well field to serve the Historic Courthouse,Jail,District Attorney's Office,and Court Street Annex. Interior geothermal system design and construction administration will be included for the Historic Courthouse;District Attorney's Office,Court Street Annex,and old portions of the Jail. Also interior geothermal system design and construction administration will be included for the Battle Courtroom which will be connected to the existing Justice Center geothermal system. I'b.E: Our lump sum fee for the scope of work identified above is$175,625.00(One Hundred Seventy-Five Thousand Six Hundred and.Twenty-Five Dollars). The milestones for billing for the project are as follows: Schematic Design 15%,Design Development 20%,Construction Documents 40%,13idNegotiate 5%, Construction Phase Administration 20%. BASIC SERVICES: The lump sum fees proposed above include the following basic services: 1. Prepare project drawings and specifications in sufficient detail to obtain regulatory approval and to receive bids, 2. Coordinate our work with existing buildings and site conditions. 3. Review shop drawings and submittals for items of work that are part of our design. 4. Conduct regular site visits during construction to observe the work and assist with coordination or problem resolution,as requested'by the Owner. 5. Conduct pre-Bid;pre-Construction,and monthly construction conferences. 6. Conduct pre-final,fmal,and end of warranty inspections. 7. Review Owner's Manuals and as-built drawings submitted by the Contractors. 8. Preparation of Record Drawings from contractor-furnished as-built marked prints. 9. Support Owner and during the Contractors'one-year warranty period to resolve any problems with equipment manufacturers,suppliers;system operation,balancing,etc. ADDITIONAL SERVICES: The lump sum fee proposed above does not include services such as those listed below. We will propose additional fees for such services upon request: 1. Construction administration services which extend beyond the established Contract Completion .Date,,through no fault of the Designer,including default of any Contractor, 2. Modifying drawings and specifications as a result of Contractors'equipment substitutions,failure to coordinate or sequence the work,or other fault of the Contractor(s). ffar:r.rJg2)3'r;�i_16rr'It. •�'�l�(`.ii`lr�.`tJ^i'1'>'�i�;,'i�-/:s==;=r irf'�?.=�✓;r'�i �; 012 3. Conductivity testing services for the well fields. We can assist you in procuring this service. 4. Any other services requested that are not listed in Basic Services above. BILLINGS/PAYMENTS: Invoices will be presented monthly,based on progress during the month. Payments will be due on a net 30-day basis. Financing charges on balance beyond 30 days will be 1-1/2% per month(18%APR). If we should have to seek legal action to effect collection,and we prevail in litigation,then all costs associated with collecting overdue accounts will be recoverable. If payments are withheld or disputed,then we retain the right to suspend further services until the account is current. MISCELLANEOUS PROVISIONS: 1. Billings for reimbursable expenses will be in accordance with our executed agreement with Orange County. Submitted by: Accepted by: • REECE,NOLAND&McELRATH,INC. Stephen C.Kaufman,PE Date Date • • • _ �.'%;SF -. z F lrfiT='PC/1_IFT:i_(•s.��__rgi✓ (AA-4R uub`J :___ r!._. 1�1��;1`l�.! '��I'd''��.tt`;,'i�=i,=���c�d fi.'rGl't"i=G�•,<r'e_.