HomeMy WebLinkAbout2015-178 Planning - Carolina Telecommunication Services LLC for professional consulting services DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1 �6[Departmental Use Only]
TITLE
FY
NORTH CAROLINA -
CONSULTING SERVICES AGREEMENT
UNDER $90,000
ORANGE COUNTY
This Agreement, made and entered into this 22 day of August, 2014, ("Effective Date")by
and between Orange County, North Carolina a body politic and corporate of the State of North
Carolina (hereinafter, the "County") and Carolina Telecommunications Services LLC,
(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 (insert type of project)Services to be
performed are those as described in Exhibt A attached hereto.
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
solely responsible for the professional quality, accuracy and timely completion and submission
Revised 7/14
1
DocuSign Envelope ID:E20CE413-BEEE-491 E-AW-DA6822091FAD1
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 described in Exhibit A.
ARTICLE 4 DURATION OF SERVICES
4.1 Scheduling of Services
Revised 7/14
2
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
4.1.1 The Consultant shall schedule and perform its activities in a timely manner.
4.1.2 Should the County determine that the Consultant is behind the agreed upon
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.
4.1.3 The Commencement Date for the Consultant's Basic Services shall be October 1,
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. The maximum amount payable for Basic
Services is 50,000.00 Dollars ($50,000.00). Payment for Basic Services shall become due and
payable in direct proportion to satisfactory services performed and work accomplished.
ARTICLE 6 RESPONSIBILITIES OF THE COUNTY
6.1 Cooperation and Coordination
6.1.1 The County has designated the Planning 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 as
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 AND INDEMNITY
7.1 General Requirements
7.1.1 Consultant 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://oranLecountyne. v/purchasin�,/contracts.asp). If
Owner's Risk Manager determines additional insurance coverage is required such additional
insurance shall be designated here N/A (if no additional insurance required mark N/A as being
Revised 7/14
3
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
not applicable). Consultant shall not commence work until such insurance is in effect and
certification thereof has been received by the Owner's Risk Manager.
7.2 Indemni
7.2.1 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
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
Revised 7114
4
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
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 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 parties hereunder shall be governed by the laws of the State of North Carolina.
Consultant 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 Consultant's breach of this Agreement. By executing this
Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the
North Carolina General Statutes.
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 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
Revised 7114
5
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
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, 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 and Si nag tures
10.9.1 This Agreement together with any amendments or modifications may be executed
electronically. All electronic signatures affixed hereto evidence the intent of the Parties to
comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66.
10.9.2 Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail,return receipt requested to the following:
Revised 7114
6
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
Orange County Consultant's Name&Address
Attention: Craig Benedict
P.O. Box 8181 Carolina Telecommunications Services LLC
Hillsborough,NC 27278 Attention Jackie Hicks
[SIGNATURE PAGE TO FOLLOW]
Revised 7114
7
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
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: Jackie Hicks
County Manager S' nature
Revised M4
8
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
Exhibit A
I. Upon request Consultant shall prepare and deliver to County for use by County a comprehensive Wireless
Telecommunications Facilities Local Ordinance (hereinafter referred to as Ordinance). Subsequently, in
consultation with designated officials of the County, Consultant shall devote up to five (5) hours to draft and
deliver to the County legally permissible revisions to the Local Ordinance, as may be requested, prior to the
public hearing relating to the adoption of the Law. Consultant shall also attend up to three(3)hearings related
to the adoption of the regulations at no charge other than for reimbursement of out-of-pocket expenses.
11. Consultant shall furnish appropriate Wireless Telecommunications Facilities siting assistance and advice to
the County and County's officials involved in the processing of applications for Wireless Telecommunications
Facilities,and,in connection therewith,shall:
a) Review all applications filed with the County for Wireless Facilities and/or their support
structures;
b) Assist and advise County in the analysis of the applications, to include attending meetings
with Applicants and/or County's officials as required;
c) Recommend in writing to County whether a particular application should be approved or
disapproved,and set forth in writing the reasons for such approval or disapproval:and
d) Review and certify completion of the construction requested in the application and in writing
recommend when/if the certificate of compliance should be issued.
e) Consultant shall,in conjunction with the County's Attorney, assist in the negotiation of any
leases for the use of County-owned property or facilities by wireless communications entities
or persons at its normal hourly rate,with such cost to be paid out of the Applicant's escrow
deposit or a written commitment by the potential lessee to reimburse the County for the cost
reasonably incurred on behalf of County.
111. Consultant shall perform the services described herein in as expeditious a manner as is reasonably
possible and with due consideration of the time requirements of County. County recognizes that the timing of
the performance of Consultant's services may be affected by previous commitments to other Countys
(including the delivery of promised services and work product and previously scheduled meetings), and
situations normally and traditionally deemed to be matters of a force majeure nature, including those influenced
by the weather,strikes,or power outages.
County agrees to cooperate with Consultant on a timely basis, as needed, and to provide Consultant with
copies of any records, documents and other information needed for the fulfillment of this agreement. County
further agrees to provide Consultant with access to appropriate officials and/or employees of County, as may
be needed in the fulfillment of the agreement.
Both parties understand and agree that mutual accountability and responsiveness is critical to the successful
completion of the respective responsibilities,and therefore both shall always make their best faith efforts to be
accountable and promptly responsive to each other.
IV. In payment for the services to be performed hereunder by Consultant, County shall make payments to the
Consultant as follows:
(a) Development of Ordinance or Other Regulations: For the services to be performed by the
Consultant pursuant to paragraph I hereof, there shall be no charge. Time beyond five hours
or attendance at more than one meeting for adoption of the Ordinance, including travel time,
shall be billed at the Consultant's normal hourly rate, plus reimbursement of actual expenses
with no mark-up.
(b) Eligible Facilities: For the services to be performed by the Consultant pursuant to paragraph
II hereof as pertain to applications for'Eligible Facilities' (as defined by applicable State law)
County shall pay Consultant a'Flat Fee'of$1,000.00.
(c) Substantial' Modifications: For the services to be performed by the Consultant pursuant to
paragraph II hereof as pertain to new towers or other support structures and 'Substantial
Modifications and Co-Locations (as defined by applicable State law), County shall pay
Consultant a'Flat Fee'of
a. $8,000.00 for a Substantial Modification involving a telecommunication facility
approved as a Class A Special Use Permit;
DocuSign Envelope ID:E20CE413-BEEE-491E-A3A2-DA682209FAD1
b. $7,000.00 for a Substantial Modification involving a telecommunication facility
approved as a Class B Special Use Permit;
c. $1,000.00 for a Substantial Modification involving a co-location.
Consistent with the adopted Orange County Fee Schedule
(d) New Towers/Support Structures: For the services to be performed by the Consultant pursuant
to paragraph II hereof as pertain to new towers or other support structures and 'Substantial
Modifications and Co-Locations (as defined by applicable State law), County shall pay
Consultant a'Flat Fee'of:
a. $8,000.00 for the review of a new a telecommunication facility processed through the
Class A Special Use Permit process;
b. $7,000.00 for the review of a new a telecommunication facility processed through the
Class B Special Use Permit process;
c. $1,000.00 for any project involving a co-location.
Consistent with the adopted Orange County Fee Schedule
(e) Amended Application: For review services related to applications that are changed or
amended after receipt of the initial or original application, County shall pay Consultant a
mutually agreed upon amount at the time based on Consultant's normal hourly rate at the
time.
(f) Negotiations: For lease or other contractual negotiating services, Consultant shall be paid
50% of the agreed upon amount at the start of negotiations and the remaining 50% upon
execution of the negotiated instrument by County.
(g) Invoicing for Application Review Services: For application review services Consultant shall
invoice County at the start of the application review process for 50%of the amount of the Fee
and for the remaining 50%upon submittal of the review and recommendation.
(h) Invoices shall be due and payable upon receipt, but in no case later than thirty (30) days
after the date of the invoice.
Page 2 of 2