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HomeMy WebLinkAbout2015-193-E Tax - Analytical Consultants for revaluation consultation services $76,000 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 [Departmental Use Only] TITLE Reval2017 FY 14-15 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 30 day of March, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina(hereinafter, the "County") and Analytical Consultants, (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) the countywide revaluation to take effect January 1, 2017 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 10/14 1 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 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 l: Proposal to Consult - Land and Exhibit 2: Proposal to Consult - Income Modules. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services Revised 10/14 2 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 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 April 1, 2015. 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 seventy six thousand Dollars ($76,000). 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 Dwane Brinson, Tax Administrator 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 httD:Horan eg countvnc.gov/Durchasin�a,/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (if no additional insurance required mark N/A as being Revised 10/14 3 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 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 Indemnity 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 10/14 4 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 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. 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 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. Revised 10/14 5 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 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 Signatures 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: Orange County Consultant's Name& Address Attention: Dwane Brinson Paul Snow, MAI P.O. Box 8181 125 Kingston Drive, Suite 206 Hillsborough, NC 27278 Chapel Hill, NC 27514 Revised 10/14 6 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 [SIGNATURE PAGE TO FOLLOW] Revised 10/14 7 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 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: Analytical Consultants DocuSigned by: ^w^^•DocuSigned W. jMlAdf 4/28/2015 NAL Sew 3/31/2015 —osa County Manager Paul Snow, MAI Printed Name and Title Revised 10/14 8 DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 125 Kingston Drive .Analytical I & Suite 206 Chapel Hill, NC 27514 Consultants Tel: 919-929-9539 The Commercial Real Estate Professionals Fax: 919-929-9543 PROPOSAL TO CONSULT February 13, 2015 Dwane Brinson Director Orange County Office of Tax Administration 228 S. Churton Street, Suite 200 Hillsborough, NC 27278 Re: Commercial land sales information and supporting data in Orange County and surrounding area Purpose: To provide information that will support the upcoming Orange County Tax Reassessment. Type of project/Scope of work: Our work product will comprise the following: • Investigation of commercial land sales in Orange County and surrounding areas. Sales will range in size from small acreage to large acreage tracts. Land sales will be located using public records, Triangle Multiple Listing Service (TMLS), CoStar, Loopnet, lending institution's databases, realtor's files, appraiser's files and Analytical's own in-house data sources. It is worth noting that Analytical Consultant's has a significant existing database of verified land sales. • Verification of land sales will be made wherever possible with a buyer, seller or broker or realtor directly involved in the transaction. Lawyers, lending institutions and public records are considered secondary data sources and in some cases these sales may be disregarded. • Sales will be sorted by property type. The results of the analysis and supporting data will be presented to the Orange County Office of Tax Administration in electronic and paper formats. Due Date: Prior to June 30, 2015 Fee: $10,000 Payment Terms: The full fee is due within 30 days of our report delivery. Once the report is accepted, further work on the part of Analytical will be billed at$125 per hour. DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 Limitation of Liability/Consultants Liability: Consultant's liability to County and/or anyone claiming by, through or under County shall not exceed the gross fees paid to the consultant (Analytical Consultants, Inc.) by the County pursuant to this agreement. In no event shall consultant be liable to County and/or anyone claiming by, through or under County for any indirect, special, incidental or consequential damages of any nature whatsoever. Signed:` 4 qE G¢qr q �(N Paul L. Snow :w Accepted: Date: February 13, 2015 DocuSigned by: jOV�,AM- l� *mtys 4/28/2015 Accepted: 06�¢�F47 Date: DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 125 Kingston Drive .Analytical I & Suite 206 Chapel Hill, NC 27514 Consultants Tel: 919-929-9539 The Commercial Real Estate Professionals Fax: 919-929-9543 PROPOSAL TO CONSULT March 27, 2015 Dwane Brinson Director Orange County Office of Tax Administration 228 S. Churton Street, Suite 200 Hillsborough, NC 27278 Re: Providing Commercial Property Income Information for Populating Income Modules. Purpose: To provide information that will support the upcoming Orange County Tax Reassessment. Type of project/Scope of work: Our work product will comprise the following: • Investigation of commercial property rental rates, occupancy rates, expenses (on a per unit, per square foot or expense ratio basis as appropriate) and capitalization rates in Orange County, the surrounding areas, a regional basis or a national basis as applicable. Income information will come from national surveys, local surveys, survey's made by Analytical for this assignment, Analytical's in-house files, CoStar and other sources. It is worth noting that Analytical Consultants has performed over 1,700 commercial appraisals in Orange, Durham and Wake County since January 2008 and our files are a very good source of verified local, relevant income and expense data for this assignment. Some property specific income and expense data from our files will need to remain confidential in regards as to the exact property providing the information. • There may be specific property types such as hotels and convenience stores where we will purchase proprietary information /expertise from other vendors to populate the income modules. Although some relatively inexpensive survey information is available, pointed actual information on expenses of hotel and convenience stores in the local market is not widely available. Our fee is inclusive of the cost of resources (surveys, data purchasing, outside consulting, etc.) needed to complete the assignment,which in some cases will include payments to experts in the valuation of certain properties. • Income information will be sorted by property type with each property type being assigned a low, medium and high range (ie Class A, B and C). Some property types will include limited information on subcategories such as medical office as a subcategory of general office space. Retail will include limited data on restaurants, drug stores and convenience stores. • It is important to us that Orange County has all of the assistance needed to ensure that there is adequate data to support the reassessment. We anticipate that it will take us six months to gather and prepare the data needed. In 2016 we propose updating the information with current sales and capitalization rate data. Following delivery of the update, our fee includes a one month period during which a qualified employee of Analytical consultants will be available via phone or onsite at the Orange County offices between the hours DocuSign Envelope ID: 16E8D10E-FD7E-4BFA-9AAE-F9B740789F37 of gam to 5pm (up to 20 hours per week)to answer questions or provide assistance with the use and application of the income data. The results of the analysis and supporting data will be presented to the Orange County Office of Tax Administration in electronic and paper formats. Due Date and Fee Structure: Original 2016 Mid 2016 Property Type Due Date Fee Update Update Office 7/1/2015 $10,000 6/1/2016 $2,000 Retai 1 8/1/2015 $10,000 6/1/2016 $2,000 Industrial 9/1/2015 $5,000 6/1/2016 $1,000 Hotel/Motel 10/1/2015 $10,000 6/1/2016 $2,000 Apartments 11/1/2015 $10,000 6/1/2016 $2,000 Other -Mobile Home Parks 12/1/2015 $5,000 6/1/2016 $1,000 -Self Storage 12/1/2015 $5,000 6/1/2016 $1,000 $55,000 $11,000 Payment Terms: The fee for the original delivery of data packages will be paid in four installments. The first payment of$18,330 is due prior to beginning work on the assignment (prior to 6/1/2015). The second payment of $18,330 is due when half of the property type reports are delivered. The third payment of$18,340 is due within 30 days of delivery of our final report detailing our results. The fee for the update will also be paid in full ($11,000) within 30 days after all of the update reports are delivered. Once the report is accepted, further work on the part of Analytical will be billed at$125 per hour. Limitation of Liability/Consultants Liability: Consultant's liability to County and/or anyone claiming by, through or under County shall not exceed the gross fees paid to the consultant (Analytical Consultants, Inc.) by the County pursuant to this agreement. In no event shall consultant be liable to County and/or anyone claiming by, through or under County for any indirect, special, incidental or consequential damages of any nature whatsoever. Signed: L` A,, ,:ceprr, Paul L. Snow Accepted: Date: March 27, 2015 DocuSigned by: j6V�,'A'_ ( Amvt t,V'S 4/28/2015 Accepted: 4� Date: