HomeMy WebLinkAbout2015-323-E AMS - Reece, Noland & McElrath, Inc. for design services for HVAC replacements at 113 Mayo and 503 W. Franklin St. $17,000 DocuSign Envelope ID: 1 E678600-DD5F-400E-B6D6-BAB55264A332
[Departmental Use Only]
TITLE HVAC Design
FY 2015
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this I st day of
July, 2015, ("Effective )ate") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and Reece, Noland &
McElrath,m Inc., (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 hype of project): professional engineering design services for FIVAC
unit replacements at 113 Mayo Street and 503 W Franklin Street, and Information
Technologies supplemental cooling system at 131 W Margaret Lane, per provided
proposal dated March 17, 2015.
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. Cornpensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be rovided. 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
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performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion andJor submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns 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 tinder this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that play
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, ifany,
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 represeitts 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): professional engineering design services for
HVAC unit replacements at 113 Mayo Street and 503, W Franklin Street, and
Information Technologies supplemental cooling system at 131 W Margaret Lane, per
provided proposal dated March 17, 2015,
4. Duration of Services
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a. Term. The ten-n of this Agreement shall be from June 29, 2015 to August 31, 2015.
K Scheduling of Services.
i) The Provider shall schedule and perform its 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 its efforts, including providing additional
resources and working overtime, as necessary, to perform its 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 June 29,
2015.
5. Compensation
a. Corn gensation 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 seventeen thousand
Dollars ($17',000). Payment for Basic Services shall become due and payable within
thirty (3,0) 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 (Jeff Thompson) to act as
the County's representative with respect to the Protect and shall have the authority to
render decisions within guidelines established by the County Manager and/or 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.
7. Insurance
a. General Retiuirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers' Compensation 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
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County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://o rangeco Lintuuae.gov/purchasinLl/contracts.asp). If Owner's Risk Manager
determines additional insurance: coverage is required such additional insurance shall
consist of (if no additional insurance required mark N/A as being riot applicable).
Provider 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. Indemnity, 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.
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 ornissions 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 Pr(ljcct.
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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.
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. Binding arbitration may not
be initiated by either Party, however, the Parties inay 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.
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 shal I be at the hall 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.
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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, Signatures. 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 I I A and Article 40 of North Carolina General Statute
Chapter 66.
j. 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:County Manager Reece, Noland & McElrath,
Inc.
P.O. Box 8181 94 Main Street
Hillsborough,NC 27278 Canton,NC 28716
[SIGNATURE PAGETO FOLLOW]
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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 COUNTY: PROVIDER:
ocuSigned by: DocuSigned by:
F�bWvtt � wsbt ley. By:
d6UfiWM&&Jer
Stephen C. Kaufinan,PE
Printed Name and Title
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Rme
INGINUMS
REECE, INLAND&McELRATH,INC.
94 Matr Street
Canton,North Caroftna 2,8716
826-492,0677- FaK828-492-1054
www.rnm-en inter.-s..-c.q.m
DESIGN SERVICT"S PROPOSAL
('ounly of orange
11VAC Unit Replacements Hillsborough Commons& 503 Franklin" trcet
11"Supplemental(.'oo ing West Campus Office Buikling
Orange Comity, North Carolina
March 17,2015
Reece,Noland,& MCE"h'adl 1"In.-ineers propose to provide Profession-al ("figincering Services for design of
1-1 V AC Systems for this project,
PROJECTI)ESCRIPTIOM Thispro'Ject involves HVAC unit ifirceseparate
buildings. L,,xisthig rooftop units are to be replaced at Hillsborough Commons. Exist.ing split systern
coil densi ng units are to be replaced at 503 Franklin Street. A syslern it,)provide sLq)plerriental cooling for
the main ffrocan at file,WC OB is to be installed.
FTFlt OW-1111op SUM fee for the scope ol'work' identified above is$17,000,00(Seventeen Thousand
Dollars), The milestones for billing for the project care as follows: Construction Docutnerris,75%, f I
11id/Nego6ate 5%,Construction Phase Administration 201)X'1,
BASIC SURVICEIS: The lump surn fees proposed above include the following basic services:
I. Prepare project drawings and specificti6ons in sufficient detail to obtain regulatory approval and to
receive hills.
2. Coordinate our work with existing buildings and site condiflon&
3 s -ninals for items ot'work than are part of our design,
3, Keview,sholl drawin�,,?,s and ubi
4. Conduct regular site visits during construction to observe the work,and assist ivith coordination or-
problem resolution,as requested by the Owner.
5, Review Owner's Manuals and as-built drawhigs submitted by the Contractors.
6. Suppoll Owner and during the("ontractors'one-year wanarty period to resolve ally problems
with equipment manulacturers,suppliers,systern operation, balancing,etc,
ADD11 IONAL SERVICLS: The lump sum fee proposed above does nut include services,such as those
listed h0ow, We will propose additional fees for such services upon request':
1. Construction administration services which extend beyond the established Contract Completion
r)we,through no Finift of the Designer,including defilult of ally Contractor.
2, Modifying drawings arld speci real ions as a remit ref ontraciors'equipment substitutions, fillikire
to coordinate or sequence the work,or other Nth of the(:onlractorts),
3, Any other services rquestcd that are,not listed in Basic Services above,
ML1JNGSfPAYN1ENTS: Invoices will be presented monthly,based on progress during the nionth.
Parlients wifl be due(it)at riet 30-chiy basis. Financing char cs on Mance beyond 30 days will lie 1-1/211,16
per morph(18%APR). 11'we should In"we to seek lcgtr ileflon to effect collection,and we prevail in
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litigation,then all costs associated with collecting overdue accounts will be recoverable. If payments are
withheld or disputed,then we retain the right to suspend further services until the account is current.
MISCELLANEOUS PROVISIONS:
1. Billings for reimbursable expenses will be in accordance with our executed agreement with
Orange County.
Submitted by- Accepted by:
REECE,NOLAND&McELRATH,INC.
Stephen C.Kaufman,PE
it "s,
Date Date
DocuSign Envelope ID: 1 E678600-DD5F-400E-B6D6-BAB55264A332
REECE-1 OP ID.SL
,a►+I� CERTIFICATE OF LIABILITY' INSURANCE
DATE 09118/2014
09f18i201�
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TIME CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY ,AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE I'SSU'ING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER,
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(I'es) must be endorsed. IT SU'BROG'ATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endOrs ment. A statement On this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER CONTACT
NAYAIE Jeff B Connelly..
ACECIMARS H PHONE rAIX
701 Market St.,Ste,1100, c IL N,,,R 4 c_I 800-338-1391
IAA,nal; SSS 621 4I3
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St Louisa MO 63101 AE -
...._................. ..INS RERISIA.ftofJ oINGC2tiUERAG'M. NA&c,#
_.._ _ _.
INSURER A,:Hartford insurance Co mlpan R_..,....... .22357
INSURED Reece Noland&Mc Elrath Inc, INSURER B
94 Main St. _...__... _ ....
Canton,NIC 28716 INSI RER c
INSnd'RER E}
IN�SYRER E;
INSURER r
COVERAGES CERTIFICATE NUMBER; REVISION NUMBER;
THIS IS TO CERTIFY'THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AE30VE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT' OR O'THE'R DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFI'C.A'TE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE "PERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INsFr............ . _ —---, 'IAUDT�5'OtTt _' -- ` .. . . .......'_ IiILI NF k LICi'AkP.._. _.... .... .. ... ....
R; TYPE Or INSURANCE POLICY NUMBER YaMAA DDPYY'YY