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HomeMy WebLinkAboutAgenda - 05-21-2013 - 5hORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: May 21, 2013 Action Agenda Item No. 5 -h SUBJECT: Agreement Renewal for HDR Engineering, Incorporated of the Carolinas DEPARTMENT: Purchasing, Solid Waste PUBLIC HEARING: (Y /N) No ATTACHMENT(S): 1) Original 2010 Agreement 2) Renewal Agreement 3) Current HDR Rate Sheet INFORMATION CONTACT: Michael Talbert, 919 - 245 -2308 Gayle Wilson, 919 - 968 -2885 John Roberts, 919 - 245 -2318 1 PURPOSE: To approve an agreement renewal between the Solid Waste Department and HDR Engineering, Inc. of the Carolinas (hereinafter HDR) for engineering and consulting services for Solid Waste through June 10, 2015. BACKGROUND: On June 10, 2010 Orange County entered into an agreement with HDR Engineering, Inc. of the Carolinas for engineering and consulting services for Solid Waste. That contract is scheduled to expire June 9, 2013. The original agreement (Attachment 1) has an option of extending the agreement for an additional two (2) two -year periods. The proposed addendum engages HDR for the first two -year extension through June 2015. Ongoing services provided may include- 1 . Landfill gas system compliance 2. Landfill closure /post closure compliance and permitting & capacity calculations 3. Preparation of designs and bid documents 4. Assistance in preparing scope of work requests for proposals 5. Assistance with review of bid documents and proposals 6. Preparation of drawing, calculations, evaluations, estimates, assessments, etc. 7. Waste characterizations, master plans, fee /rate structure analysis & feasibility studies 8. Drainage /erosion control plans 9. Convenience Center design and permitting 10. Other technical assistance as may be necessary FINANCIAL IMPACT: Sufficient funds to cover anticipated expenditures are budgeted annually for ongoing and anticipated projects and services. Fiscal Year 2012/13 appropriations are $240,000. The projected Fiscal Year 2013/14 expenditure is $224,310. RECOMMENDATION(S): The Manager recommends that the Board authorize the extension of the agreement and authorize the Chair to sign the renewal agreement (Attachment 2) on behalf of the Board. Attachment 1 [Departmental Use Only] Title: General Engineering and Environmental Management Services FY2010 NORTH CAROLINA CONSULTING SERVICES AGREEMENT -RFP- OVER $90,000 OR BOARD CONSULTANT ORANGE COUNTY This Agreement, made and entered into this day of June 10, 2010 (Effective Date), by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County ") and HDR Engineering, Inc. of the Carolinas (hereinafter, the "Consultant "). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ( "Agreement ") is for professional consulting services to be rendered by Consultant to County with respect to general solid waste engineering and environmental management services. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant 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. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of General Services, as described and designated in Article 3 hereof. Compensation to the Consultant for General Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete Projects within the time limitations set forth in conformance with authorized scopes of work and in accordance with the generally accepted professional standards of care. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local Revised April 2010 2 ' laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables ") related to the General Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement and /or pursuant to individual work orders (scopes of work negotiated and authorized prior to the commencement of each work, task,), subcontract the performance of any work under this Agreement to any sub - consultants not included in Consultants response to the County's January 2010 Request for Qualifications Number 5162 for General Engineering and Environmental Management Services ( "RQ1i ") , 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. 2.16 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant 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 Consultant. 2.2.7 Consultant agrees that Consultant 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 Consultant's services under this Agreement. 2.2.8 if activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant 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. ARTICLE 3 GENERAL SERVICES 3.1 General Services 3.1.1 The Consultant shall perform the services described herein, and as included in the RFQ which is fully incorporated and integrated herein by reference together with the Revised April 2010 2 M Consultant's Statement of Qualifications submitted in response to the RFQ ( "Consultant's Response ") as Attachment A. 3.1.2 Services will be performed by the Consultant in accordance with approved scopes of work negotiated and authorized prior to the commencement of each task. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4,1.1 The Consultant shall schedule and perform his activities in a timely manner so as to meet the delivery requirements in an approved scope of work. 4.1,2 Should the County determine that the Consultant is behind schedule, it may require the Consultant 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. ARTICLE 5 COMPENSATION 5.1 Com ensation for General Services 5.1.1 Compensation for tasks authorized in Article 3 will be based on individual scopes of work, negotiated prior to the commencement of each task, and each work task shall be predicated on a "not -to- exceed" basis if not otherwise negotiated prior to the commencement of the task. 5.2 Payments 5.2.1 The Consultant shall submit regular invoices, using Standard Billing Rates (as provided in the RFQ, for work performed and shall be paid for completion of work performed during that period under the terms of this Agreement. The County shall make payment within thirty (30) days of receipt of an accurate invoice. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated the Solid Waste Management Department 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 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. 6.1.2 The County shall be solely responsible for determining whether Consultant has satisfactorily completed tasks associated with an approved scope of work. It is agreed that Revised April 2010 3 County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event, the amount of an invoice is disputed, County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a task by Consultant. 6.1.3 The County shall provide direction to the Consultant as to the specific services required and the schedule of delivery for tasks. The Consultant shall submit a written scope of work and estimated budget for approval prior to commencing work. ARTICLE 7 INSURANCE 7.1 General Requirements 7.1.1 The Consultant shall purchase and maintain and shall cause each of his Sub - consultants to purchase and maintain, during the period of performance of this Agreement, insurance for protection from claims under workers' or workmen's compensation acts; 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 Consultant's employees or any other person and to real and personal property including loss of use resulting thereof; Comprehensive Automobile Liability Insurance, including hired and non -owned vehicles, if any, covering personal injury or death, and property damage; and 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 Consultant or his agents, Consultants and employees. 7.1.2 The minimum insurance rating for any company insuring the Consultant shall be Best's A -. If the Consultant does not meet the insurance requirements, it is suggested that the County's Risk Manager be consulted prior to finalizing this Agreement. 7.2 Limits of Coverafye 7.2.1 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 Occuxrence; $2,000,000 Aggregate. • Automobile Liability Combined Single Limit $500,000 • Professional Liability $1,000,000 per claim with a $2,000,000 aggregate coverage. 7.2.2 All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional Revised April 2010 4 insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides that the County shall receive not less than thirty (30) days prior written notice of any cancellation, non - renewal or reduction of coverage. 7.3 Indemnity 73.1 The Consultant agrees to 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 Consultant 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 Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE S AMENDMENTS TO THE AGREEMENT 8.1 Amendment to General Engineering Services Agreement 8.1.1 This Agreement may be amended or cancelled by mutual written agreement of the County and the Consultant. ARTICLE 9 TERMINATION 9.1 Termination for Convenience 9.1.1 Either the County or the Consultant may terminate this Agreement at any time with or without cause upon giving the other party twenty —one (21) calendar days prior written notice. 9.2 Compensation After Termination 9.2.1 In the event of termination, the Consultant 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 Consultant. 9.2.2 Should this Agreement be terminated, the Consultant 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. 9.3 Waiver 9.3.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant 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. ARTICLE 10 ADDITIONAL PROVISIONS Revised April 2010 5 7 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective patties hereunder shall be governed by the laws of the State of North Carolina. 10.4 Dispute Resolution 10.4.1 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 and 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. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the attached RFQ and Consultant's Response , all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the RFQ, and the Consultant's Response. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 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. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or Revised April 2010 6 entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant 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 Consultant 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 Consultant of such limitation or change in County's legal authority. 10.9 Notices 10.9.1 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 Solid Waste Department HDR Engineering, Inc. of the Carolinas Attention: Gayle Wilson Attention: Robert Rella P.O. Box 17177 440 South Church Street, Suite 1000 Chapel Hill, NC 27516 Charlotte, NC 28202 -1919 10.10 Term of Agreement 10.11 The Effective Date of this Agreement shall be June 10, 2010. 10.12 The term of this Agreement is three (3) years, commencing on the Effective Date. At the time of the Agreement's expiration, the County and the Consultant may renew said Agreement for a term of two (2) additional two -year periods. Revised April 2010 9 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. COUNTY: Orange County '. C , 4� Valerie Foushee, Ch .ir Board of County Commissioners Attest: Donna Balser, Clerk�1 ' � _.� Mme' [SEAL] CONSULTANT: HDR Engineering, Inc. of the Carolinas Federal Tax ID Number: 56- 0511218 This instrument has bee as to technical content. Gayle Wilson, epartment Director K evin Hosteller Senior Vice President This instrument has been pre - audited in the manner required by the Local Government Budget and Fiscal Control Act.. Clarence G. Grier, Office of the Finance Director This instrument has been approved as to form and legal sufficiency. Jog L. Roberts, Of ice of the County Attorney Revised April 2010 8 10 ,4coRO CERTIFICATE OF LIABILITY INSURANCE. 2411 DATE[MMIDDIYYYY) 5/27/2010 PRODUCER Lockton Companies, LLC -I Kansas City THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 444 W. 47th Street, Suite 900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Kansas City MO 64112 -1906 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. (816) 960 -9000 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR INSURERS AFFORDING COVERAGE POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NAIC # INSURED HDR ENGINEERING, INC. OF TYPE OF INSURANCE INSURER A: Hartford Fire Insurance Company POLICY EFFECTIVE DATE MMIDDNYY 19682 1014392 THE CAROLINAS INSURER B: St. Paul Fire and Marine Insurance Co GENERAL LIABILITY 24767 8404 INDIAN HILLS DRIVE INSURER C: New Hampshire Insurance Company 1 000 000 23841 ATTN: LOUIS J. PACHMAN A X COMMERCIAL GENERAL LIABILITY 37CSEQUO950 OMAHA NE 68114 -4049 6/1/2011 INSURER D: Insurance Company of the State of PA $ 10,000 19429 CLAIMS MADE X� OCCUR INSURER E: Zurich American Insurance Comriany 116535 r•.nv1=lzar c ATlRTh11I RA THIS CERTIFISITEOFSNSURANCEDOESNOTCONSTITUTEACUNTRACTBiTwEEN MISSUING THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADDT NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDDNYY POLICY EXPIRATION DATE MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE 1 000 000 DAMAGE IS f RENTED $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY 37CSEQUO950 6/1/2010 6/1/2011 MED EXP (Anyone person $ 10,000 CLAIMS MADE X� OCCUR PERSONAL a ADV INJURY $ 1,000,000 X CONTRACTUAL LIAB GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMITAPPLIES PER: PRODUCTS - COMPIOPAGG $ 2,000,000 POLICY M 2VT X LOC AUTOMOBILE LIABILITY COMBINED SSNGLE LIMIT $ 2,000,000 A X ANY AUTO 37CSEQU0951 (AOS) 6/112010 6/1/2011 (Ea accident) BODILY INJURY A ALL OWNED AUTOS 37CSEQU0952 (HI) 6/1/2010 6/1/2011 SCHEDULED AUTOS (Per person) $ xxxxxxx BODILY INJURY $ XXXXXXX X HIRED AUTOS X NON- OWNEDAUTOS (Peraccident) PROPERTY DAMAGE $ XXXXXXX (Per accident) GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ XXXXXXX OTHERTHAN EA ACC $ Xxxxx {X ANY AUTO NOT APPLICABLE $ XXXXXXX AUTO ONLY: AGG EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ 1 000 000 B X OCCUR CLAIMS MADE QK08000912 6/1/2010 6/1/2011 AGGREGATE $ 1 000 000 $ XXXXXXX (EXCLUDES PROF. LIAB) UMBRELLA $ XXXXXXX X DEDUCTIBLE FORM $ XXXXXXX RETENTION $ WORKERS COMPENSATION WCSTATU- OTH- X TORY LIMIT TS ER C AND EMPLOYERS' LIABILIIY YIN 3621195 (AOS) 6/1/2010 7/1/2011 E.L. EACH ACCIDENT $ 1,000,000 D ANY PROPRIETORIPARTNEWEXECUTIVE 3621196 (CA) 6/1/2014 7/1/2011 OFFICERIMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 11000,000 (Mandatary in NH) If es, describe under SPECIAL PROVISIONS below E.L. DISEASE- POLICY LIMIT $ 11000,000 E OTHER EOC9260026 -03 6/1/2014 6/1/2011 PER CLAIM: $2,000,000 ARCH & ENG AGGREGATE: $2,000,000. PROFESSIONAL LIABILITY DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS RE: GENERAL SOLID WASTE ENGINEERING AND ENVIRONMENTAL MANAGEMENT SERVICES. ORANGE COUNTY, NC IS NAMED AS ADDITIONAL INSURED ON GENERAL LIABILITY AS PER WRITTEN CONTRACT, ON A PRIMARY, NON - CONTRIBUTORY BASIS. WAIVER OF SUBROGATION APPLIES WHERE APPLICABLE BY LAW. GtKIWIGAIt HULUtK I;ANI;tLLAIIUN 10895149 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ORANGE COUNTY DATE THEREOF, THE ISSUING INSURER WILLX&VCXM'9) 3SIMAIL 30 DAYS WRITTEN ATTN: GAYLE WILSON NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, I!IOMXIX0MMXM9 'WCM PO BOX 17177 SFA�3{RIiIdIHBi13➢J4H130I7 CHAPEL HILL NC 27516 ACORD 25 (2009/011 ©1988- 20KA(MRD CORPORATION. All riohts reserved. The ACORD name and logo are registered marks of ACORD For quee@ons regarding ihla certalcato, centac; the numberlisled in the'Preducer section above and specify the client cods'HGRINel'. °• 11 F General Engineering and Environmental Management Services RATE SCHEDULE As requested in the qualifications requirements, the following is an hourly billing rate schedule for HDR staff. LABOR (BILLING RATES) Project Principal /Director $1901hour Senior Project Manager $150 - $1851hour Project Manager $125 - $1501hour Senior Project Engineer $135 - $1751hour Project Engineer $95 - $1301hour Engineering Intern $70 - $95/hour Project Technician $75 - $95 /hour Construction Coordinator $75 - $125/hour Hydrogeologist/Geologist $85 - $1201hour Environmental Scientist $90 - $125/hour Senior CADD Designer $90 - $110lhour CADD Technician $60 - $90/hour Administrative Support $65 - $80 /hour Page 51 fal 12 Attachment 2 [Departmental Use Only] Title FY NORTH CAROLINA CONSULTING SERVICES AGREEMENT -RFP- OVER $90,000 OR BOARD CONSULTANT ORANGE COUNTY This Agreement, made and entered into this 10th day of June, 2013, ( "Effective Date ") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County ") and HDR Engineering, Inc. of the Carolinas, (hereinafter, the "Consultant "). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ( "Agreement ") is for professional consulting services to be rendered by Consultant to County with respect to general solid waste engineering and environmental management services. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant 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. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is Revised July 2010 13 solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables ") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant 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. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant 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 Consultant. 2.2.7 Consultant agrees that Consultant 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 Consultant's services under this Agreement. 2.2.8 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant 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. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as specified in the County's "RFP Number 5162 for general engineering /solid waste services (the "RFP ")" issued February 3, 2010, which is fully incorporated and integrated herein by reference together with Attachments Original Orgional Contract; Attachment A,RFQ, Statement of Qualifications, Proof of Insurance; Attachment B, Rate Sheet; Attachment C. (designate all attachments). Revised July 2010 2 14 3.1.2 The Basic Services will be performed by the Consultant in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. Landfill gas system compliance n/a 2. Landfill closure /post closure compliance, permitting & capacity calculations n/a 3. Preparation of designs & bid documents n/a 4. Assistance in preparing scope of work requests for proposals n/a 5. Assistance with review of bid documents & proposals n/a 6. Preparation of drawings, calculations, evaluations, estimates, assessments, etc. n/a 7. Waste characterizations, master plans & feasibility studies n/a 8. Drainage /erosion control plans n/a 9. Convenience Center design & permitting n/a 10. Other technical assistance as may be necessary n/a ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Commencement Date for the Consultant's Basic Services shall be June 10, 2013. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. 5.2 Reimbursable Expenses (Alfu ° not he applrcahle to (,I/" Flrojecfs,, CTOSS OUI th /s 5.2.1 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 Consultant with respect to the Project: 5.2.2 Actual expenditures for postage, reproductions, photography, and long distance telephone charges directly attributable to this Project. 5.2.3 The actual cost of reproduction of reports, plans and specifications excluding documents for exclusive use by the Consultant. 5.2.4 The Consultant shall not be entitled to any mark -up on actual expenses which are incurred. Revised July 2010 3 15 Reimbursable expenses shall be compensated by the County along with invoices for Basic Services provided by Consultant. Payment of Reimbursable Expenses shall be subject to Consultant'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 Consultant and documented in writing with a letter signed by authorized representatives for County and Consultant and, subject to budgeted funds. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Gayle Wilson 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 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. 6.1.2 The County shall be solely responsible for determining whether Consultant has satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event, the amount of an invoice is disputed, County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE 7.1 General Requirements 7.1.1 The Consultant shall purchase and maintain and shall cause each of his Consultants to purchase and maintain, during the period of performance of this Agreement, insurance for protection from claims under workers' or workmen's compensation acts; 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 Consultant's employees or any other person and to real and personal property including loss of use resulting thereof, Comprehensive Automobile Liability Insurance, including hired and non -owned vehicles, if any, covering personal injury or death, and property damage; and 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 Consultant or his agents, Consultants and employees. 7.1.2 The minimum insurance rating for any company insuring the Consultant shall be Best's A -. If the Consultant does not meet the insurance requirements, it is suggested that the County's Risk Manager be consulted prior to finalizing this Agreement. 7.2 Limits of Coverage 7.2.1 Minimum limits of insurance coverage shall be as follows: Revised July 2010 4 16 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 ��mks requ;Jred by 1�kk MaD i g� �1' 7.2.2 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 that the County shall receive not less than thirty (30) days prior written notice of any cancellation, non - renewal or reduction of coverage. 7.3 Indemnity 7.3.1 The Consultant agrees to 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 Consultant 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 Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 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 Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination Revised July 2010 5 17 9.2.1 The Consultant 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 Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant 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 Consultant. 9.3.2 Should this Agreement be terminated, the Consultant 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. 9.4 Waiver 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant 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. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with the County. 10.2 Limitation and Assi_ng ment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 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. 10.4 Dispute Resolution 10.4.1 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 and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such Revised July 2010 6 W suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, and the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 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. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables 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. 10.8 Non - Appropriation 10.8.1 Consultant 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 Consultant 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 Consultant of such limitation or change in County's legal authority. 10.9 Notices Revised July 2010 7 19 10.9.1 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 Solid Waste Management Attention: Gayle Wilson P.O. Box 17177 Chapel Hill, NC 27516 10.10 Term of Agreement HDR Engineering, Inc. of the Carolinas Attention: Robert Rella 440 South Church Street, Suite 1000 Charlotte, NC 28202 -1919 10.10.1 The term of this Agreement is two (2) years, commencing on June 10, 2013. At the time of the Agreement's expiration, the County and the Consultant may renew said Agreement for an additional term if two (2) years. 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. COUNTY: Orange County CONSULTANT: Barry Jacobs, Chair Signature Board of County Commissioners Attest: Donna Baker, Clerk to the Board [SEAL] This instrument has been approved as to technical content. Gayle Wilson, Department Director Revised July 2010 8 20 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 9 Attachment 3 21 General Engineering and Environmental Management Services RATE SCHEDULE The following is an hourly billing rate schedule for HDR staff effective January 1, 2013. Project Principal /Director $200 /hour Senior Project Manager $160 - $195 /hour Project Manager $130 - $160 /hour Senior Project Engineer $140 - $180 /hour Project Engineer $95 - $140 /hour Engineering Intern $75 - $100 /hour Project Technician $75 - $100 /hour Construction Coordinator $75 - $135 /hour Hydrogeologist/Geologist $90 - $130 /hour Environmental Scientist $90 - $125 /hour Senior CADD Designer $100 - $120 /hour CADD Technician $70 - $100 /hour Administrative Support $70 - $85 /hour Page 52 Fal