HomeMy WebLinkAbout2014-201 Planning - Martin-McGill Inc. for Community Development Block Grant Administration $33,000 ao is� -2
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' management consulting
April 11,2014
Craig Benedict, Director
Orange County Planning& Inspections Department
131 W. Margaret Lane,Suite 201
P.O. Box 8181
Hillsborough, NC 27278
Re: Martin-McGill Inc. Services Agreement-Amended March 6, 2014
Dear Mr. Benedict:
I
Attached is the amended Services Agreement(originally adopted October 26, 2013)to provide
additional professional services(grant administration)to Orange County in relation to the CDBG
Economic Development project to benefit the Morinaga project.
The application that was submitted in December of 2013 was awarded by NC Commerce Finance Center
and as originally discussed, Martin-McGill is prepared to provide grant administration services to the
project.The original grant application services totaled$8,850 as noted in Section 5 of the contract.The
amended services will bring the contract to$33,000 with $24,150 for grant administrative services.
These fees were noted in the original application and Orange County will be able to apply these fees to
their local share.
Additional services will include satisfying special conditions,completing monitoring reports,submitting
reimbursement requests,acting as liaison between the County and the Department of Commerce's
Economic Development program and construction related tasks that are required for CDBG compliance.
We have signed the amended contract which includes changes to Section 5A Compensation and
revisions to Exhibit A,Section 7.This letter serves as our offer of services and amends the services
offered in Exhibit B.
Sincerely,
C_ .: a�-r I-
William K. Cowan
Partner
Martin-McGill,Inc. • 55 Broad Street Asheville,North Carolina 28801 828.255.0313 • Fax 828.252.2518
[Departmental Use Only]
TITLE Morinaga CDBG
FY 2013-14
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
ORANGE COUNTY
This Services Agreement (herinafter "Agreement"), made and entered into this 16th day of
October, 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 Martin
McGill.Management Consulting,(hereinafter,the"Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project):NC Community Development Block Grant Application
Administration
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.
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
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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.
vii) In determining the basic services to be provided, should any documents be
referenced in this Agreement, the terms of this Agreement shall have priority in
any conflict between the terms of referenced documents and the terms of this
Agreement. Should a request for proposals and a proposal be referenced the
terms of the request for proposals shall have priority over the terms of any
proposal.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): NC Community Development Block Grant
Application Administration as described in attached Scope of Services Exhibit A and as
amended. This Scope of Services will take the CDBG Assistance through the
application to approval of funding. The remainder of administration during execution of
theproject would be added later. This first amendment dated r' , 2014 Qw,
includes grant administration. The CDBG grant application was submitted by December
16,2013.
4. Duration of Services
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a. Term. The tern of this Agreement shall be from October 16, 2013 to October 16,
2015.
b. Scheduling of Services.
i) The Provider shall schedule and perform his activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary, to perform his services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be October 16,
2013. Basic services are as amended F4bmar-y 3 ,2014. ,-*
5. Compensation ef�
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 Eight Thousand Eight
Hundred Fifty Dollars ($8,850.00. The original final application for submission will be
provided for a fee of$8,850.00 as noted in Exhibit A&B. The amended contract totals
$33,000. The amended scope of services does include grant/funding administration after
award of funding. Once funding is secured,those services can be fully identified and be
added as additional services as noted in c. below and the amended letter in Exhibit B).
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 (the Planning &
Inspections Director of Orange County, Craig N. Benedict,AICP)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
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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. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers' Compensation Insurance,
Professional Liability Insurance, and any additional insurance as may be required by
Owner's Risk Manager as such insurance requirements are described in the Orange
County Risk Transfer Policy and Orange County Minimum Insurance Coverage
Requirements (each document is incorporated herein by reference and may be viewed at
http•//orangecount nic gov/purchasinWcontracts.asp). If Owner's Risk Manager
determines additional insurance coverage is required such additional insurance shall
consist of -^10-- (if no additional insurance required mark N/A as being not
applicable). eider shall not commence work until such insurance is in effect and
certification thereof has been received by the Owner's Risk Manager.
8. Indemnity
a. Indemni . 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.
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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. Compliance with Laws. Provider shall at all times remain in compliance with all
applicable local, state, and federal laws, rules, and regulations including but not limited
to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute
153A-449(b) no county may enter into a contract with a contractor unless the contractor
and the contractor's subcontractors comply with the requirements of Article 2 of Chapter
64 of the North Carolina General Statutes. Where applicable, failure to maintain
compliance with the requirements of Article 2 of Chapter 64 of the General Statutes
constitutes Provider's breach of this Agreement. By executing this Agreement Provider
affirms Provider is in compliance with Article 2 of-Chapter 64 of the North Carolina
General Statutes.
d. 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.
e. . Entire Agreement. This Agreement 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.
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f. 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.
g. 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.
h. 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
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority.
i. 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: Craig N.Benedict Martin-McGill,Inc.
131 W.Margaret Lane, Suite 201 William K. Cowan
P.O. Box 8181 5 Regional Circle, Suite A
Hillsborough,NC 27278 Pinehurst,NC 28374
[SIGNATURE PAGE TO FOLLOW]
Revised OM
6
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 CO PRO
Ci tom- . ..
By: By: V .
unty Manager ,
,.j,1 ►< . CaLl.:)C"3 PQz+ACVZ
Printed Name and Title
This instniment has been aDWoved as to technical content.
Craig enedict, ,Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fi al Control Act.
ffi(44�'t4,,- /-)1 JkV,
Offi a of the Chief Financial Officer
7Ltrument has been approved as to form and legal sufficiency.
O ce of the County Attorney
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7
Amended February_, 2014
EXHIBIT"A"
PROJECT UNDERSTANDING for "MORINAGA CDBG"
SCOPE of SERVICES
NC Community Development Block Grant(CDBG) AoRlicatlon Administration
1. Meet with the Owner, NC Department of Commerce, the proposed Industry, and
all relevant parties to fully discuss the CDBG funding program requirements for
the project (extension of water and sewer service to the site from the existing
Mebane utility system).
2. Prepare preliminary route map of water and sewer extensions to the proposed site
for review by all applicable parties. (by others)
3. Gather information from the Owner and Industry needed to prepare a complete
funding application for the project.
4. Prepare a Preliminary Engineering Report to accompany the funding application,
and serve as direction for the proposed project. This scope of services assumes
that the project can be accomplished with completion of an Environmental Review
Report, and that an Environmental Assessment and/or Environmental Impact
Statement would not be necessary. (by others)
5. Complete application and necessary related CDBG documents to accompany the
application to solicit funding for the project.
6. Meet with Owner, Industry, and Funding Agency as needed during application
review process to secure funding.
7. This scope of service does include grant/funding administration after award of
funding. Funding has been secured and those additional services are herein
fully identified and added as additional services. Additional services will +include
satisfying special conditions completing monitoring reports submitting,
reimbursement requests, acting as a liaison between the County and Department of
Commerce's Economic Development program and construction related tasks that
are required for CDBG compliance.
8. The scope of services does not include preparation of funding applications for
sources other than CDBG.
Page 1
� arfinmcgi OBIT B
i Imanagement con$ulftng
September 13,2013
Doug Chapman P.E.
McGill Associates
post ofoce eox ai0s-
Hickory,NC 28803
Res CDBG-ED Grant Preparation
Dear Doug,
am pleased to be asked to provide a proposal forservices to prepare a One-Economic
Development appllcation far Orange County.We propose with your assistance to assemble all materials
necessary for the application.We understand that tha first step to the submission process involves
preliminary meetings,gathering of Information and the'preparation of a number of required CDBG
documents.We will be working with MWIll Associates on all technlcal'issues and descriptions.We will
complete all forms in the application packet provided by the Department of Commerce Finance Center,
Martin-Mcalil will be using a team approach,with 8111 Cowan working closely with Ellen McKinnon to
provide all services.We will prepare the final application for submission and deliver it to the proper
state ofclais.Our servlces•will be provided fora fee of$8,850.00.This fee Includes staff hours,travel
r ! time and technical assistance.
Please note that thls fee does not include any grant administration should the project be
funded. We are prepared to get started as soon as we receive your approval of this proposal letter.
Thank you for this opportunity.
Sincerely,
Dennis R.Martin
President
Approved-,
. . . . . . . . . . . . . . . . . .
Date:..
ii
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