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HomeMy WebLinkAbout2012-375 AMS - 5th Wall Roof Replacement Design Battle Courtroom $10,100 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (herinafter"Agreement"), made and entered into this 17th day of September, 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 5'h Wall, LLC,(hereinafter,the"Provider"). VVITN EESSETH- 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 replacement design, bidding, contract administration, construction quality assurance and project closeout services, per attached proposal 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 pravided. 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. 1) 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 Revised July 2010 - 1 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 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): Roof replacement design, bidding, contract administration, construction quality assurance and project closeout services,per attached Proposal 4. Duration of Services a. Term. The term of this Agreement shall be from October 1,2012 to June 30,2012. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. u) 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 2 iii) The Commencement Date for the Provider's Basic Services shall be October 1, 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 ten thousand,one hundred Dollars ($10,100). 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 (Wayne Fenton)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; iii) Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles,if any,covering personal injury or death,and property damage; and Revised July 2010 3 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 applic le_ 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 parry. 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 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 My executed Amendment from the County. Revised July.2010 4 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 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 venuc 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 represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, Revised July 2010 5 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. Seyerability. 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. £ 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 fifll risk of the County. g. Non-A,p�ropriation. 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 fixnds 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. 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:Wayne Fenton 5`h Wall,LLC,Att:Jeff Spady P.O.Box 8181 9601 Baileywick Road Hillsborough,NC 27278 Raleigh,NC 27615 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:_DW Frank Clifton,C r Manager Revised July 2010 s rinted Name and Tit This ins approv as technical content. e ent niiect6r This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. C f ,ti A, .� -- Office of the Finance Director This instrumenthas been approved as to form and legal sufficiency. OtWce of the County Attorney Revised July 2010 7 ,fk hWALL bUILPIN4 PIA(�NO5TiC5 CON5ULTANT5 June 22,2012 Jeff Thompson Orange County Asset Management Services 131 West Margaret Lane PO Box 8181 Hillsborough,NC 27278 RE: Roof replacement design services Battle Court Addition Hillsborough,NC 5thWall Proposal No. 12-06-13 Dear Mr.Thompson: At your request we have prepared this proposal for providing selected services for the referenced project. Generally, the services to be provided include preparation of design documents for remedial roofing of the referenced facility. Also included is administration of the project during construction. In general our services will consist of the following: A. Design 1. Meeting with representatives of Orange County to discuss the parameters of the project. 2. Reviewing documentation regarding the existing roof systems. 3. Preparing design documents to include: • Plans, technical specifications, general conditions, and bidding documents. Roof design to address but not necessarily be limited to such items as: Wind uplift Fire resistance of the roof assembly Current codes and standards Moisture transmission(vapor retarder)requirements Drainage requirements Type of insulation Roof system type . Warranty Sheet metal flashings Perimeter and penetration terminations • Preparing an opinion of estimated construction cost • Preparing an opinion of estimated project schedule 9601 Baileywick Rd•Raleigh, NC 27615 www.5thwallbdc.com 919/616-4715 Jeff Thompson Roof replacement design services Battle Court Addition Hillsborough,NC 5thWall Proposal No. 12-06-12 June 22,2012 Page 2 B. Bidding 1. Attending Pre-Bid Conference 2. Preparing and distributing Minutes of the Pre-Bid Conference 3. Preparing any required addenda to the plans and specifications 4. Addressing Contractor and Owner questions during the bid period 5. Assisting in review of bids and making appropriate recommendations C. Contract Administration 1. Preparing the contract between Owner and Contractor 2. Reviewing Contractor submittals 3. Attending Pre-Construction Conference 4. Preparing and distributing Minutes of the Pre-Construction Conference 5. Attending periodic progress meetings 6. Addressing Contractor and Owner questions during construction 7. Review Contractor Pay Requests D. Construction Quality Assurance 1. Performing periodic site visits during construction to assure that work is being performed in accordance with the plans and specifications. During our site visits we will meet with your personnel,attend scheduled meetings, check materials, observe construction in progress, examine completed work, and discuss future work. A report summarizing our observations will be provided to Colliers International Management. Based on our understanding of the current scope of work, we anticipate the duration of construction to be approximately 60 consecutive calendar days depending on the type of roof system. As such, we recommend that site visits be performed at an average frequency of one visit per week throughout the course of construction activity. The frequency of visits may vary depending on the nature of work taking place. Additionally, an increased number of visits are recommended at the beginning of the project in order to assure a full understanding of requirements and needs. Therefore, we anticipate that approximately 7 visits will be required to assure conformance of construction activities with the project documents and verify that all items have been properly addressed. 2. Conducting a Prefinal(Punchlist)inspection Non-compliant items will be documented in a written punchlist with copies provided to Orange County and the Contractor. 3. Conducting a Final inspection 9601 Baileywick Rd•Raleigh, NC 27615 www.5thwallbdc.com 919/616-4715 Jeff Thompson Roof replacement design services Battle Court Addition Hillsborough,NC 5thWall Proposal No. 12-06-12 June 22,2012 Page 3 E. Close-out 1. Assembling and organizing project close-out documents. Such close-out documents include record drawings,warranties,reports,and final pay request. 2. Delivering close-out documents to Orange County Asset Management. One set of close- out documents will be delivered in electronic format; one set will be in hard copy format. Assistance Requested of Orange Clounty Asset Management We request your assistance in performing the various tasks described herein as follows: A. Arranging for safe access to all roof areas by way of ladders, roof hatches, stairways, or mechanical lifts. Please notify us of any hazards that may be encountered in performing the work. B. Providing access to the interior of the facility to allow examination of the underside of the roof at selected locations to observe for possible areas of damage and moisture intrusion. C. Designating your authorized representative with whom we may communicate regarding matters relating to the project. D. Granting permission to take record and reference photographs. E. Providing copies of drawings, specifications, reports, and records relative to the project for our use. Fee We propose to charge for our services based on our standard rates and unit charges a lump sum cost as follows: Item A—Design $ 4,800 Item B—Bidding $ 800 Item C—Contract Administration $ 800 Item D—Construction Quality Assurance $ 3,200 Item E—Close-out $ 500 Total $10,100 NOTE: Fee does not include additional services that may be required such as structural engineering, mechanical engineering, etc. Should such services be needed, we will advise and provide appropriate costing. Invoices will be issued monthly base on work completed. Payment is due in full upon receipt of invoice. 9601 Baileywick Rd•Raleigh, NC 27615 www.5thwallbdc.com 9191616-4715 Jeff Thompson Roof replacement design services Battle Court Addition Hillsborough,NC 5thWall Proposal No. 12-06-12 June 22,2012 Page 4 Timing We propose to begin the work immediately upon receiving your authorization to proceed and will complete the work in accordance with a mutually agreed upon schedule. 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, 5thWall Building Diagnostics Consultants Jeffrey L. Spady,RRC 9601 Baileywick Rd•Raleigh, NC 27615 www.5thwallbde.com 919/616-4715