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HomeMy WebLinkAbout2015-548-E DEAPR - Corley Redfoot Architects, Inc. for parking lot design and related services DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC [Departmental Use Only] TITLE Fairview Parking FY 2016 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 18th day of September, 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 Corley Redfoot Architects Inc., (hereinafter, the "Consultant"). WITNESSET14: That the County and Consultant, for the consideration herein natned, do hereby agree as follows; ARTICLE I 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) Design Services for the development of the Fairview Park Parking Lot. 1.1.2 By execrating 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 matmer. 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 duality, accuracy and timely completion and submission Revised 10114 1 DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC 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 cinder 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 Wright 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 ally, 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 tinder 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 "Fairview Park Fee Proposal - August 12, 2015." Prepare Construction Documents, Bidding and Construction Administration, conduct Schematic Studies j and Related Cost Estimates, prepare, submit and gain approval for Conditional Use Permit Modifications for The town of Hillsborough. ARTICLE 4 DURATION OF SERVICES Revised IM4 2 DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC 4.1 Scheduling of Services 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 Conrriiencement Date for the Consultant's Basic Services shall be September 21, 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 defied herein. The maximum amount payable for Basic Services is Forty Thousand Dollars ($40,000). 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 Marabeth Carr to act as the County's representative with respect to the Project and shall have the authority to render decisions witbilr 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://orangecountyne.poN,/purchasing/contracts.asp}. If Revised 10114 3 DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated Here NIA (if no additional insurance required mark NIA as being 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 fiullest 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 dilly 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 Tile 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. Revised 101114 4 DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC 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 Assignment 10.2.1 The County and the Consultant cacti 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 Revised 10114 5 DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC 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 govermnental 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 fiinds 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 irnrnediately 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 firnctions, 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 I 1 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 nail, return receipt requested to the following: Orange County Consultant's Name &Address Attention: Marabeth Carr Michael L. Harmnersley, P.E. P.O. Box 8181 Corley Redfood Architects, Inc. Hillsborough,NC 27278 222 Cloister Ct. Chapel Hill,NC 27514 Revised 10114 6 DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC [SIGNATURE PAGE TO FOLLOW] Revised 10114 7 DocuSign Envelope ID:A58ECB93-BAFA-45FF-B035-B3B078563DAC 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: Corley Redfoot Architects -DocuSigned by: �--DocuSigned by: � jOV�,l�t,tf, �auhw�c.v'S , ger � s9riersley,PE, Principal Printed Name and Title Revised 10114 8 DocuSign Envelope ID:A58ECB93-BAFA-45FF-BO35-B3BO78563DAC ,�$C�° oATE(hSA!roDlYYYYI ' CERTIFICATE OF LIABILITY INSURANCE 6/�/aozs THIS CERTIFICATE IS 13SUED AS A MATTIM Or INI ORMATION ONLY AND CONFE.•'R$NO MOM UPON THE CERTIFICATE HOLDER,THIS CIERTIFICATC DOES NOT AFFIRMATIVELY OR NEGATIVRLY ANIENR, EXTEND OR ALTER THE COVERAOI;AFFORD50 OY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT 1313-TWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE`CGRTIFiCATE HMMR, IMPORTANT, If 14o Certificate holder Is an ADDITIONAL INSURED,the policy(fes)must hs andorsed. 11 SUBROGATION IS WAIVED,sublact to the terms and conditions of tha policy,certaln polloles nlsy require an ondorsemenh A 61%(oment on this corllticate does not confor tights to(lie ccri4Ncotd holdorIn Ilou of such andorsement s, PRODUCER C CT T3kandd UApp7,e _ �nsuxaROB Managemant eonrru7.kanta, Ind. 1{',W {704}799»x(;00 V.0. aQx $490 0 RLSS. R;S 4k'5LAEF0 0f 40 co Rme twc# 11DAVIdnon ATC 28036• III%UAERAtbCaR1O ineurance CotD an Ind. 137540 €,11,10 NSDRER 9 C.I.y Redfoot Arohiteota, TAV. Ct 222 C1o3.Atpr Court 1 SUtti SU ERP Cltapel 3L111, Ne 27516 COVERAGES CERTIPICATCNUMBER;6/7/16 11I, Renawal REVISIONNUM13ER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED 13111.01111 IAVe BEEN ISSUED,TO THE INSURED NA'%IEO ABOVE FOR THE POLICY PE11100 1ND,CATEO. NOTWITHSTANDINO ANY RROU€ftEMENT,TERM OR CONDNTON OF ANY CONTRACT OR OTHER DOCUMENT WITH RIwSPECT TO YMICH TiIIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,TJJE INSURANCE AFFORDFD BY TILE POLICIES,DESCRIBEO ttERE€N IS SUBJECT TO ALL THE TERMS, FXCLUSIONS AND CONDITIONS OF SUGH POLICIES.LIMITS SHOWN MAY HAVE BE&I REDDo�U CCO BY PLAID CLAIMS, t R TYPE Of INSURANCE AC WE POLICYItUL16E ti01AM XR o E HATS C0}&:uE9C1AL(3FNEAALLIABILITY E%ROCCURRE(M S CLAWS 1�AUD❑OCCUR UMISF�U REtTTEOr�g $ —. MED)EXP ors arson ---- PaR5OtEAL8ADVWjURY Is 6ENLAGGREGATELnrITAppL1ESpEit: OEHERALAGOREOAIE1 Is - HP&icy0%?f QLOG PRODWY6-COMAOPA13(1 4 0111Ert 1 14 AUTOROBILEI.IAOILITY 'r taDrrEOSU¢C¢c _xr $ Ea acc ANY AUTO 0CDILYkVdLkW&4ps10} Is ALL0ti5h`ED �AA3�D�CpJ}ar�IpHDULEO BOOR-YUIJURY(PerxskrRlJ $ AVTQ3 IKRCUAUTO3 U��r M A E S S Uk€l3RELLALIAB OCCUR EACH OCCU Rtwu EXCESS RAa CtNr,!S•bLhDE AOG,9EOATE 5 UEU RETE S $ I WORKER$COMP9USAVOR �T1f UTff A40MPLOVERS'LWIUTY rA7rNyys eeYg dPaRa lOa ry fU OolPlRf 4wPAERRTAFTr[W0MlN EMCU!aRr E Ly--i'p-.J€ 141A,MeFCFAnt PXfggY ✓ ILL.WFgScYARSAE C C•iEUA E RFMT KOYE L.DISESE•PICYLWT $$ I A PROPESSIGA1, LTAIM XTY VISTFT150201 6%1/2015 6/7/2016 PERCLAIM $2,000,000 AGGE4ATE $2e000e000;E ; i RaSCRIPTIOtIOpOpERgrt0Y51LOCATIONSrYEHIC rFS(ACOA016r,AdditlonalRem�,tsScisedare,rnayboallachedllma:oepacorstaqurredJ ' I Fairview Parking Lot Projeet 1 t CERTIFICATE HOLOW CANCELLATION toomarGorangeanurLtyno.qov SHOULD ANY OF THE ABOVEI DESCRIBED POLICIES BE CANCELLED BEFORE County of Orange THE; tXPIRATLON OATS THEREOF, NOTICE WILL BE DELIVERED IN P. 0. 13QX 0101 ACCORoAtICR WITH TtIG POLICY PROVISIONS, I I{3.11,9bt)r;oug}sr NC 2727II � AUTHORI2EpRBF'RESI:NTATtti'a r �� � Ueff Todd/J31) O 19$8.2014 ACOI2D CORP0RATI0N, All rlJhls resorvad, AC013U 20(2014101) Tho ACORD nante and logo nro rogIstered marks of ACORD INS02Snnrron i I i DocuSign Envelope ID:A58ECB93-BAFA-45FF-BO35-B3BO78563DAC 4 A O 0 CERTIFICATE OF LIABILITY INSURANCE DATE(l/20(rag5 7/x/zs THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTINGATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTENO OR ALTI!R THE COVERAGI;AFFORDED BY THE POLICIES BELOW. THIS CERTIrICATI? OF INSURANCE DOES NOT CONSTITUTE A CONTRACT 13ET4YOW THE ISSUING INSURCR(&), AUTHORIZED REPRESENTATIVE=OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: It ilia cerliflcate holder is An ADDITIONAL INSURED,IfJO poHcy(les)must be endorsed. If SUBROGAT(GN IS WAIVED,subject to the term3 and condiilons of the policy,certain policies may require all endorsement. A statameat on this certificate does not confer rlghis to the cortffleale hotdor In flcu of such ondorsornent(s), PRODUCER Co i cr Patty Miller Business Insurers of Carolinas P °Ja (919)968-4611 �� 1919)960.8991 Ip F.:14� 4T.Hals 800 Hautowne Drive, Suite 208 L .ponnbusinosa-insurers.aom IVO Box 2536 INSURER(5)AFFORDWOCOVERAOE NICE Chapel Hill He 275x5-2836 _ JII$URe11A;Union zn urarn(s Company- 25844 WsuflzO RISU CRB;SL'OneWOCCE xn Co. 11828 Coxloy RedEoot Az°hit:eak>3, 1no 222 Cloister Court IHSUA>=RD, 5URR 01 1 Chapel Hill 110 27514 Su e COVERAGES CERTIFICATE NUMBER-2015-2016 9111-VISION NUMBER; THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED 13ELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM Oil CONDITION OF AHY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WIHCII TI ll:t CERTIFICATU MAY DE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIRFD HEREIN 13 SOBJECT TO ALL THE TERMS, EXCLUSJONSAND CONDITIONS OF SUCH POLICIES.LIMITS SHOWY MAY NAVE BEEN REDU CEO DY PAID CLAIMS. 1ILiSR TYPgOFIHSOWINCR JAULPL V13 1!:90 o OtfOYNllrlcER u° ° LVATS X C0MAgERCIALI7WRAL DAUILlTY EACH 0f.0 MEIM 1,000,000 A CLAS4ISd.LAOE El OCCUR EMJS TOREUMDn $ 300,000 X CE144290062 40 7[9/2016 7Jp/2e16 MEDJ7(P 61- $ 1014DD PERSONALBA13VINJURY S 110001000 GEHLMMWATrALIWTAPPLV:SyER: OFNERALAOOREQATE $ 2,000,000 X Pt3L1CY❑SECT �LOC P1ZOaUCrS•COMP30PAGG $ 2,000,000 OTHER E[r�lOyh)CAl P)tr:0tc9 LISD lr�a S 100,000 I AUTO+AOSEIE L[AeILITY Ea LuN m Ss.G -OF S .1,000,000 A }( A)YYAlfrO aODILYLYJURY(Petw n) $ X �OALFrO,) X, q9G!JH��VLET MA429Ra42 40 7/9/2015 7/417016 41DLYWJURY(PeretrMaN) S X wRrDAVrQS X }AtioiNCfl Per�YLfsnt E # (0&181 UI toR r s 1,OD0,o00 UksRe(LAI.IAI3 OCCUR EACHMCURJli:J(CE EXCESS UAB CtAJ;1i8-1MDE AGOREOA7E S -f _ DM- RE ENTIO, $ Y10MR113 COMPE)3SATION X ANDENPLOYERS'LIAttILFTY Y1tI ' AJWPROPXW0WPAnnXRocVCWiVE C.L.EAC1tACCl3EllC $ 600 900 0FFICEPol.+E MRE)CC1-UDED7 �NIA B (6y11&nsde;ImyInNn) WC1000002205 2014A 12/31/2611 12/3112015 F.1,4115LA5E•EAW%-LQYE 500,000 BB6ES�Fd2YT101tOFOPe37A710.Sba?or E.L.olg ASC•.POLICYLAIIT S 600 ODO OESCRIPT(ON4)FOPEILA7(ONSl LOOATION$/V1:4IGE:ES{AGORDiOl,AddsUolaHR4malkssth9dula,mayGeaBadiedFrmn,ae,veoe. ••--,� Fairview Parking Lot Project i i CERTIFICATE HOLDE=R CANCELLATION 1 SHOULD ANY OF Tfir ABOVE DESCRIBED POLICIES BE GANCELLW BEFORE Orange county THE EXPIRATION DATE THEREOF, 1101ICE VIILL BE DELIVERED IN PO Box 0181 ACCORDANCE WITH THR POLICY PROVISIONS. 1(illabo ottcl)t, NC 27278 AUTHORItEO REPM6r!NTAT)Va Patty Miller/PATTY 010118-2014ACORD CORPORATION.All rights reserved. ACOND 25(2814101) Tha ACORD)lanes unit toga are ruglstorod marks of ACORD ' 1N9ortlrmrints i { I i fi j i )