HomeMy WebLinkAbout2013-173 SW - HDR Engineering Inc of the Carolinas for General Engineering Purpose for Solid Waste $Varies aoi3- X73
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[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
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1
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).
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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 (Miry not be applicable to all Projects; cross out this
section and do not submit ii ith RFP if not applicable.)
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.
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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:
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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;
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
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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 Assienrnent
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
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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 AUeement
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 Severabilily
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'41iy purpose other than the PIr6j6ct as,set forth in this Agreement shall be at the full risk
ourIty.
'Ofthe
10.8 Non-Appropriation
110.8.1 Consultant acknowledges that County is a governmental entity,and the validity of
this Agreemeot is bas(;d upon'the ayailability 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.
109 Notices
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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 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
10.10.1 The term of this Agreement is two(2)years, commencing on.Tune 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:
aco ai Si ature
Board o oun o miss ners
Attest:
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This nZ een approved as to technical content.COL�—
Gayle Wilson,r artment Director
Revised July 2010
8
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
0 4g,A-w A. A,. _
Office of the Finance Director
This instgafek has been approved as to form and legal sufficiency.
ice of the County Attorney
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9
Attachment 3
` General Engineering and Environmental Management Services
RATE SCHEDULE
The following Is an hourly billing rate schedule for HDR staff effective January 1,2013.
LABOR(BILLING RATES)
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-$1351hour
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
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