HomeMy WebLinkAbout2016-170-E Housing - Urban Design Ventures, LLC - survey mobile home parks in OC, provide assistance to prepare AHSP DocuSign Envelope ID:26E9AAC4-2291-4C6A-94BD-AFE77EDE3DD5
[Departmental Use Only]
TITLE Urban Design Ventrures
FY 2015-16
NORTH CAROLINA
CONSULTING SERVICES AGREEMENT
UNDER $90,000
ORANGE COUNTY
This Agreement, made and entered into this 15th day of January, 2016, ("Effective Date")
by and between Orange County, North Carolina a body politic and corporate of the State of
North Carolina (hereinafter, the "County") and Urban Design Ventrures, LLC, (hereinafter, the
"Consultant").
WITNESSETH:
That the County and Consultant, for the consideration herein named, 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)Conducting a survey
on the of mobile home parks in Orange County and provide assistance to Orange County in
preparing the Orange County Affordable Housing Stragic Plan
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
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solely responsible for the professional quality, accuracy and timely completion and submission
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, Urban Desibn Ventures, LLC Orange County Affordable
Housing Plan for 2016, dated January 11, 2016, which is hereby incorporated into this
Agreement by reference.
3.1.2 The Basic Services will be performed by the Consultant in accordance with the
following schedule: (Insert task list and milestone dates):
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a. Consolidated Plan and Action Plan
Task Milestone Date
1. Conduct a Mobile Home Parks
Conditions Survey February 8, 2016
2. Collection of additional information
regarding the Mobile Home Parks
Surveyed as requested as provided in
Exhibit A March 11, 2016
3. Compiling information for the
County's Affordable Housing Strategic
Plan as provided in Exhibit A, such as
conducting informant interviews,
completing maps and providing
consulting services March 30, 2016
3.1.3 Should County reasonably determine that Consultant has not met the Milestone
Dates established in Section 3.1.2 of this Article, County shall notify Consultant of the failure to
meet the Milestone Date. The County, at its discretion may provide the Consultant seven (7)
days to cure the breach. County may withhold the accompanying payment without penalty until
such time as Consultant cures the Breach. In the alternative, upon Consultant's failure to meet
any Milestone Date the County may modify the Milestone Date schedule. Should Consultant or
its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to
such modified schedule County may immediately terminate this Agreement in writing without
penalty or incurring further obligation to Consultant. This section shall not be interpreted to
limit the definition of breach to the failure to meet Milestone Dates.
ARTICLE 4 DURATION OF SERVICES
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 Commencement Date for the Consultant's Basic Services shall be January 15,
2016.
ARTICLE 5 COMPENSATION
5.1 Compensation for Basic Services and Reimbursable Expenses
5.1.1 Total Compensation shall include all compensation due to the Consultant from the
County for all Basic Services under this Agreement including any authorized
Reimbursable Expenses which are defined herein. The maximum amount payable
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for Basic Services and Reimbursable Expenses is Twenty-Seven Thousand Dollars
($27,000).
5.2 Compensation for Basic Services. 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.
5.2.1 Basic Services are to be payable as follows:
5.2.1.1. The total cost to perform the survey of the mobile home parks in Orange County
will not exceed Seventeen Thousand Dollars ($17,000).
5.2.1.2 The total cost to perform services to aid in the preparation of the Orange County
Affordable Housing Strategic Plan shall not exceed Ten Thousand Dollars ($10,000).
5.2.1.3 The hourly rate shall be $150 for Walter Haglund and $85 for Jonathon Russell.
5.2.2 Payment for Basic Services shall become due and payable in direct proportion to
satisfactory services performed and work accomplished.
5.3 Compensation for Reimbursable Expenses. Reimbursable Expenses are in
addition to the fees for Basic Services and are for expenditures to the extent reasonable and
actually incurred by Consultant with respect to the Project:
5.3.1 The County will reimburse the Consultant for actual expenses incurred for travel,
meals, and printing costs.
5.3.1.1. Any additional charges not specified herein must not exceed total compensation
and must be mutually agreed upon by both Parties in advance and documented in writing with a
letter signed by authorized representatives for each Party.
5.3.1.2. The Provider shall not be entitled to any mark-up on actual expenses incurred.
5.3.1.3. Reimbursable expenses shall be compensated by the County along with invoices
for Basic Services provided by Consultant. Payment of Reimbursable Expenses shall be subject
to Consultant's timely submission of valid receipts for any such expenses and approval by the
Client.
ARTICLE 6 RESPONSIBILITIES OF THE COUNTY
6.1 Cooperation and Coordination
6.1.1 The County has designated Housing, Human Rights and Community Development
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.
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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://www.orangecountync.gov/departments/purchasing division/contracts.php). 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 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.
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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
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.
9.5 Suspension
9.5.1 County may suspend the work at any time for County's convenience and
without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by
County, Consultant shall discontinue the work and shall not resume the work until notified to
proceed by County.
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
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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. By
executing this Agreement Provider affirms that Provider and any subcontractors of Provider are
and shall remain 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. Under no circumstances shall any dispute be addressed through
binding arbitration.
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.
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.
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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 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 1 I 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: HHRCD Director Urban Design Ventures, LLC
P.O. Box 8181 Walter J. Haglund, A.I.A.
Hillsborough,NC 27278 212 East Seventh Avenue
Homestead, PA 15120
[SIGNATURE PAGE TO 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.
COUNTY: Orange County CONSULTANT: Urban Design Ventures, LLC
DocuSigned by: DocuSigned by:
nF'�Z994BZSSFa7Z
Bonnie Hammersley, County Manager Walter J. Haglund, President
Printed Name and Title
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ORANGE COUNTY—DEPARTMENT USE ONLY
Department
Party/Vendor Name: Party/Vendor Contact Person: Contact Phone: Party/Vendor Address:
City State: Zip: Department: Amount: $27,000 Purpose: Budget
Code(s): Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No❑ Contract
Type: (Check one)New ❑ Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No
❑ Agenda Date:
This agreement is approved as to to 7a�,�1, ,,�{d content:"`"""`"d' "� d" 2/12/2016
Department Director's Signature �ag €e Date:
Information Technolosies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency imamaamandards, specifications,and requirements:
gusa, r,O�6 2/17/2016
Office of the Risk Management Officer -FDC a Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act: F cuSigned by:
Office of the Chief Financial Officer � Date:2/24/2016
Legal Services
This agreement is approved as to legal f aVA�affia, y:
2/26/2016
Office of the County Attorney Date:
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloydkorangecount.nic.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
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ATTACHMENT A
r
r
January 11, 2016
Audrey Spencer-Horsley, Director
Orange County Department of Housing,
Human Rights, & Community Development
300 West Tryon Street
Hillsborough, North Carolina 2727
E- Orange County Affordable
Housing Plan for 2016
Dear Ms. Spence r®Horsley:
Based on the request from the Orange County Department of Housing, Human Rights, and
Community Development, the firm of r a Design Ventures, LLC proposes to provide the
following services to you and your staff in the preparation of the Orange County Affordable
Housing Strategic Plan and survey of the mobile home parks in the county:
• Assemble, edit, and word process the information provided by your office to prepare an
Affordable Housing Strategic Plan for Orange County.
• Insert text sections from the FY 2015-2019 Five Year Consolidated Plan, FY 2015 Annual
Action Plan, and 15 Analysis of Impediments o Fair Housing Choice into the document
as background information for the Plan.
• Assist in determining strategies and goals for the Affordable Housing Plan based on the
identified needs presented in the Plano
• Prepare data and text for sections of the plan, as needed, to complete an Affordable
Housing Strategic Plan.
• Insert maps in the Plan to illustrate the housing data, including income, cost over burden,
condition, etc.
The cost to perform the above services will be based on our staff's current hourly rates plus
expenses-
The hourly rate for Walter J. Haglund, I is 1 0/hour.
The hourly rate for Jonathan Russell is /hour,
Expenses include air travel, hotel, car rental, meals, printing costs, and miscellaneous
costs.
It is estimated that the total cost to perform the above services will not exceed $10,000..
L2asl: Ith Avaanme, Homestead, IPA 15120 V' Phaaaoa;. (412) 461-991 I F:w (412) 461 6920 II w w.a.ui`'baan(lesiiginv irnt uu'a s,c. )IInr
DocuSign Envelope ID:26E9AAC4-2291-4C6A-94BD-AFE77EDE3DD5
........................................ ..................
As part of the Affordable Housing Strategic Plan, our firm will also undertake a reconnaissance
survey of the mobile home parks in the County. Urban Design Ventures will provide the following
services:
• Map the location of all known mobile home parks throughout the County.
• Perform an on-site inspection of these mobile home parks.
• Prepare a site inspection survey form, that will be reviewed and approved by the County.
• Complete the site survey for each mobile home park and tabulate the results for inclusion
in the Affordable Housing Strategic Plan.
• Prepare an aerial map of each mobile home park.
The cost to perform the above services will be based on our staff's current hourly rates plus
expenses:
• The hourly rate for Walter J. Haglund, AIA is $150/hour.
• The hourly rate for Jonathan Russell is $85/hour.
• Expenses include air travel, hotel, car rental, meals, printing costs, and miscellaneous
costs.
• It is estimated that the total cost to perform the above services will not exceed $17,000.
This Letter of Engagement and Proposal Acceptance Form is presented as our understanding of
the scope of services to be provided by our firm to Orange County, North Carolina. Please sign
a copy of this letter and return a signed copy back to us. Thank you.
Ver my yo
a e J. jg1un A
President
L2 2 Fast 7th Avenue, IHommestead, PA 15120 Phone: (4 12) 461 6916 1 Fax�: (412) 461-6920 1 www urbandesignventures, comi
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ACCEPTANCE AGREEMENT
The Orange County Department of Housing, Human Rights, and Community Development hereby
agrees to the terms of this letter and has executed this Letter of Engagement and Proposal
Acceptance Form, as of January 11, 2016, with the intention of being legally bound hereby.
ORANGE COUNTY DEPARTMENT OF HOUSING,
RIGHTS,HUMAN COMMUNITY
By: _._ Date:
Audrey Spence r®Horsley, Executive Director
By: m. .. _ _.. ate:
alter J H glun IA, Pre sident
212 East 71h Avenue, Homestead, IPA 15120 � Phooa. (419) 461-9916 I Fax: (419) 461 6920 www.uurlaodaaiignventuraa.00um