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Atty. - Smith, Debnam, Narron, Drake, Saintsing & Myers LLP for legal services DocuSign Envelope ID: 5C44F986-D34D-4COF-9A8A-BA49D694BF19 15 f [Departmental Use Only] TITLE Des/Build FY 2016 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA is i THIS AGREEMENT, made and entered into this 16th day of October, 2015, ("Effective Date") by i and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina the "County"), art of the first part; and Smith Debnam Narron Drake Saintsin &Myers, LLP (the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Consulting services as proposed in Exhibit A attached hereto. The term of this agreement rendered shall be from October 16,2015 to November 15, 2015. 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 to the satisfaction of the County. 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Two I Thousand Five Hundred Dollars, ($2,500.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. F= 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor r, shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of r any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: 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 County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http:/loran tour tic v�,`1urch yin lcE>P7tract .a ). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance ( Revised 10/14 1 ; DocuSign Envelope ID: 5C44F986-D34D-4COF-9A8A-BA49D694BF19 shall consist of Professional Liability nsurance if no additional insurance required mark N/A as being not Y ( q applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable L; attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. I 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. I 7. Entire Agreement, E-Verify, and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. North Carolina law prohibits local government contracting with individuals or companies which do not 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. 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 11A and Article 40 of North Carolina General Statute Chapter 66. 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 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law. Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 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. I 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with 1 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 I. 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 may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. 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. [SIGNATURE PAGE TO FOLLOW] Revised 10/14 2 j; DocuSign Envelope ID: 5C44F986-D34D-4COF-9A8A-BA49D694BF19 cc I; IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORA�NGE.GOUNTY PROVID W4bocuSigned by: By: 6V�.lit'f- (1 Mt r4q/19/2015 By. SoHti �' A 10/16/2015 os�-�5s�e�ss County Manager 200 S. Cameron St. John Sperati,Partner P.O. Box 8181 Smith Debnam Hillsborough,NC 27278 Revised 10114 3 I DocuSign Envelope ID: 5C44F986-D34D-4COF-9A8A-BA49D694BF19 Smith Debnam SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, LLP ATTORNEYS AT LAW John M. Sperati Partner jsperati @smithdebnamlaw.com (919) 250-2122 Fax: (919) 2 50-2 211 October 15, 2015 is VIA MAIL AND E-MAIL: Mr,john Roberts, Esq. Orange County Attorney P.O. Box 8181 Hillsborough, NC 27278 is RE: Review of Orange County Design/Built{ Construction Contracts I F Dearjohn: i' As we discussed yesterday, Smith Debnam proposes to provide any needed attorney review of Orange County's anticipated design/build construction contract(s) and related documents for the upcoming county construction projects, under the following the terms and conditions. We proposed to perform the needed review work on an hourly basis. I anticipate it would take no more than a maximum of ten (10) hours to review the two documents we discussed, provide analysis and suggest potential revisions, if any. My time will be billed at $230.00 per hour. As we discussed, I anticipate the project will take more than ten hours. However, if we believe the project will take longer than the anticipated ten hours, we will seek your approval prior to billing for any needed additional time, Smith Debnam will keep records of time expended on Orange County's behalf(including telephone conversations) and at the end of each billing period we will submit a statement for payment, which will describe the services rendered and the time incurred. We will submit statements to Orange County on a monthly basis, Bills for our services are generated at the end of each month and are payable within thirty(30) days from the date of each bill. It is the policy of our firm to charge interest at 1%2% per month on all invoices which are more than thirty (30) days past due. We will use Internet e-mail to communicate with Orange County and on behalf of Orange County during the course of the proposed representation. It is widely known that ordinary Internet e-mail is entirely unsecured. If Orange County would like us to engage in something more secure than ordinary Internet e-mail, please advise, otherwise we will presume that ordinary Internet e-mail is acceptable. Thank you for allowing Smith Debnam to present you and Orange County with this proposal ...................................... ........ .... ........... ..... 4601 Six Forks Road,Suite 400 Raleigh,North Carolina 27609 Mail> PO 8ox26268 Raleigh,North Carolina 27611-6268 919-250-2000 smithdebnamlaw.com i` DocuSign Envelope ID: 5C44F986-D34D-4COF-9A8A-BA49D694BF19 Mr.John Roberts Orange County Attorney October 15, 2015 Page 2 and we look forward to working with you in the future, Please feel free to contact me should you have any questions or concerns. Since ly, John } ACKNOWLEDGED AND AGREED Orange County [[ I` t I C i