Loading...
HomeMy WebLinkAbout2016-184-E AMS - Corley Redfoot Architects, Inc. for preliminary drawings/estimates for addition & renovations at SHSC DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 [Departmental Use Only] TITLE Southern Campus Preliminary Design FY 2016 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 18th day of February, 2016, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Corley Redfoot Architects, 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 type of project): preliminary drawings and budget estimate for a proposed additionl and renovations to the Southern Human Services Center, in Chapel Hill, as per included porposal. 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. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. 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 Revised 1/16 1 DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or 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 under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) Provider agrees that Provider, its employees, agents 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 Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider 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. 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): preliminary drawings and budget estimates for a proposed additionl and renovations to Southern Human Services Center, to include four meetings with a Faculties Committee to clarify the project parameters, review and comment on disgn solutions, and review/approval of the final preliminary designs and costs estimates,per provided proposal dated January 27, 2016. Revised 1/16 2 DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 4. Duration of Services a. Term. The term of this Agreement shall be from February 8, 2016 to May 31, 2016. b. 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 February 8, 2016. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed sixty nine thousand five hundred, plus additional one thousand for reimbursable costs Dollars ($69,500). Payment for Basic Services shall become due and payable within thirty (30) 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 (Jeffrey E. Thompson) 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/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 Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any Revised 1/16 3 DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 additional insurance as may be required by County'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 County'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 not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County'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 omissions 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 Project. Revised 1/16 4 DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 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. 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. 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 may 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 Revised 1/16 5 DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 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 shall be at the full 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. 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 1 I 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:Jeffrey E. Thompson Corley Redfoot Architects, Inc. P.O. Box 8181 222 Cloister Court Hillsborough,NC 27278 Chapel Hill,NC 27514 [SIGNATURE PAGE TO FOLLOW] Revised 1/16 6 DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 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: DocuSigned by: DocuSigned by: ouL1fy91V MiffAer F19B55CC8A974BA... a Kenneth E. Redfoot, AIA LEED AP, President Printed Name and Title Revised 1/16 7 DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 Corley redfoot architects inc. 222 cloister court architects I engineers I planners chapel hill,nc 27514 t:919.401.8586 www.corleyredfootarchitects.com January 27,2016 Jeff Thompson,Director Asset Management Services Orange County P. O.Box 8181 Hillsborough,NC 27278 RE: REVISED Professional Design Services Proposal: Preliminary Drawings and Budget Estimate for a Proposed Addition and Renovations to the Southern Human Services Building,Chapel Hill,NC Dear Mr.Thompson, We appreciate the opportunity to work with Orange County on the additions and renovations project for the Southern Human Services Building. Our scope of work is based on information outlined in the Southern Orange County Government Services Campus:Implementation Report dated June 2,2015. It is our understandings that you want us to concentrate on phase one of the multi-phased project. The Report described the project as a two-story building addition to the existing Southern Human Services Building with related and internal road changes and consisting of new, second access into the site. Although phase one as shown in the report includes new roads, the scope of this project is for the building addition to SHS and related site work and parking. The scope of work includes four meetings with the Faculties Committee to clarify the project parameters,review and comment on design solutions and review/approval of the final preliminary designs and cost estimates. We understand that this information will be used for the pending C.I.P.process. We respectfully request a professional fee of$69,500(Sixty-nine Thousand Five Hundred Dollars)for the scope of work outlined above with additional$1000(One Thousand Dollars)for reimbursable costs. Services not included in this proposal: 1. Town Approval Process 2. Renderings 3. Infrastructure and new main road design (It is our understanding that the scope of work for the infrastructure and new main road design will be under a separate proposal). 4. Land Surveys 5. Soil Testing We are prepared to start this important project immediately. We look forward to working with you on our successful project for Orange County. Singptely, ee—n—neffi E.Redfoot,AIA LEED AP President KER/jh-SHSB-prop I DocuSign Envelope ID:78ADBE2E-5CEC-4429-BD20-18DOD4E11D10 71/8/2016 TE(MM/DD/YYYY) ACC?" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 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 ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Patty iller NAME: y HOE Business Insurers of Carolinas A/C NNo Ext: (919)968-4611 A/C No: (919)968-8991 800 EastOWrie Drive, Suite 208 ADDRIESS:pom @business-insurers.com PO BOX 2536 INSURER(S)AFFORDING COVERAGE NAIC# Chapel Hill NC 27515-2536 INSURERA:Union Insurance Company 25844 INSURED INSURER B:Stonewood Ins. Co. 11828 Corley Redfoot Architects, Inc INSURER C: 222 Cloister Court INSURER D: INSURER E: Chapel Hill NC 27514 INSURER F: COVERAGES CERTIFICATE NUMBER:CL161814323 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE RENTED A CLAIMS-MADE 1XI OCCUR PREM SESOEa occurrence) $ 300,000 X CNA4298862 40 7/9/2015 7/9/2016 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 X POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: Employment Practices Liab Ins $ 100,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED X AUTOS X AUTOS CNA4298862 40 7/9/2015 7/9/2016 BODILY INJURY(Per accident) $ NON-OWNED Pera R-ZtDAMAGE HIRED AUTOS AUTOS Uninsured motorist BI split limit $ 11000,000 A X UMBRELLA LIAB X OCCUR CNA4298862 40 7/9/2015 7/9/2016 EACH OCCURRENCE $ 4 000 000 EXCESS LIAB CLAIMS-MADE Umbrella follows forms AGGREGATE $ 4,000,000 DED RETENTION$ GL,Auto & WC $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 500,000 B OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) y WC1000002205 2014A 12/31/2014 12/31/2015 E.L.DISEASE-EA EMPLOYE $ 500 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County is included as additional insured in reference to the General Liability policy per written contract per attached policy forms CLCGO114, CLCG0472, CLCG2062. If subrogation is waived, subject to terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not conquer rights to the certifiate holder in lieu of such endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE Patty Miller/PATTY ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025 nmam t 000u Envelope ID:roAooEuE-5oEo44ue-Bouu 18omo4E11o1u WMORKER5 C0MPEN5ATONAND EMPL0YER5 LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) WAIVER OP OUR RIGHT TORECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Effective Expiration Persons Organization 12/31/2015 12/31/2016 blanket blanket This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1281/201512:00:00 AM Policy No. VVC100'0002205'2015A Endorsement No. O Insured Corley HedfootArchitects, Inc. Premium $5.190 Insurance Company Countersigned by Stonmvwmod Insurance Company VVCO00313 (Ed. 4'84) 0 1983 National council on Compensation Insurance.