HomeMy WebLinkAbout2017-042-E AMS - RN & M Engineers for design services for 911 backup center DocuSign Envelope ID:975C55E3-32A8-4558-88D9-971BEEFF1AA3
[Departmental Use Only]
TITLE WCOB Backup 911
FY 2016-17
NORTH CAROLINA
CONSULTING SERVICES AGREEMENT
UNDER $90,000
ORANGE COUNTY
This Agreement, made and entered into this 30th day of January, 2017, ("Effective Date")
by and between Orange County, North Carolina a body politic and corporate of the State of
North Carolina (hereinafter, the "County") and RN&M Engineers, (hereinafter, the
"Consultant").
WITNESSETH:
That the County and Consultant, for the consideration herein named, do hereby agree as
follows:
ARTICLE 1 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
back up 911 Emergency Call Center per proposal to provide project drawings and specifications
in specific detail to obtain regularoty approval to facilite work. Coordinate work with supplier of
telecommunications equipment. Coodinate work with existing building and site conditions.
Review shop drawings and submittals for items of work, conduct regular site visits during
construction to observe the work and assist with coordination or problem resolution as requested
by the owner. Proposal dated January 5, 2017.
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
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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 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 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 - Design Services Proposal, dated January 5, 2017.
ARTICLE 4 DURATION OF SERVICES
4.1 Scheduling of Services
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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 30,
2017.
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 defined herein. The maximum amount payable for Basic
Services is Six Thousand Eight Hundred Dollars ($6,800.00). 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 Angel Barnes 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.
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
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Risk Manager determines additional insurance coverage is required such additional insurance
shall be designated here NA (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.
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.
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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
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 state and federal anti-discrimination
laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any
violation of this requirement is a breach of this Agreement and County may immediately
terminate this Agreement without further obligation on the part of the County. This paragraph is
not intended to limit the definition of breach to discrimination. By executing this Agreement
Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in
compliance with 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 Consultant's breach of this Agreement. By executing this
Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the
North Carolina General Statutes. By executing this Agreement, Consultant certifies that
Consultant has not been identified, and has not utilized the services of any agent or
subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-
86.58.
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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.
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.
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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 11A 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: Angel Barnes RN&M Engineers
P.O. Box 8181 94 Main Street
Hillsborough,NC 27278 Canton,NC 28716
[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: RN&M Engineers
OocuSignetl eccummtrsLui ��`—(DocuSignetl by:
County Manager Stephen C. Kaufman, PE
Printed Name and Title
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FAI I RIsM
ENGINEER ►
REECE, NOLAND&McELRATH, INC.
94 Main Street
Canton, North Carolina 28716
828-492-0677• Fax 828-492-1054
www.rnm-enoineers.com
DESIGN SERVICES PROPOSAL
County of Orange
Back Up Emergency Services Call Center
Electrical Infrastructure and Wall Removal
West Campus Office Building
Hillsborough,North Carolina
January 5,2017
Reece,Noland,&McElrath Engineers propose to provide Professional Engineering Services for design of
Electrical Systems&Wall Demolition for this project.
PROJECT DESCRIPTION: This project involves providing electrical utilities and raceways required for
the installation of a back-up emergency services call center on the Lower Level of the West Campus Office
Building. An interior wall will be removed between Small Conference Rooms 009 and 011 to create the
space for this operation.
FEE: Our lump sum fee for the scope of work identified above is$6800.00(Six Thousand Eight Hundred
Dollars). The milestones for billing for the project are as follows: Construction Documents 80%,
Construction Phase Administration 20%.
BASIC SERVICES: The lump sum fees proposed above include the following basic services:
1. Prepare project drawings and specifications in sufficient detail to obtain regulatory approval and to
facilitate the work.
2. Coordinate our work with the supplier of the telecommunications equipment.
3. Coordinate our work with existing building and site conditions.
4. Review shop drawings and submittals for items of work that are part of our design.
5. Conduct regular site visits during construction to observe the work and assist with coordination or
problem resolution,as requested by the Owner.
ADDITIONAL SERVICES: The lump sum fee proposed above does not include services such as those
listed below. We will propose additional fees for such services upon request:
1. Construction administration services which extend beyond the established Contract Completion
Date,through no fault of the Designer,including default of any Contractor.
2. Modifying drawings and specifications as a result of Contractors' equipment substitutions, failure
to coordinate or sequence the work,or other fault of the Contractor(s).
3. Any other services requested that are not listed in Basic Services above.
BILLINGS/PAYMENTS: Invoices will be presented monthly,based on progress during the month.
Payments will be due on a net 30-day basis. Financing charges on balance beyond 30 days will be 1-1/2%
per month(18%APR). If we should have to seek legal action to effect collection,and we prevail in
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.
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DocuSign Envelope ID:975C55E3-32A8-4558-88D9-971BEEFF1AA3
Submitted by: Accepted by:
REECE,NOLAND&McELRATH,INC.
Stephen C.Kaufman,PE
01.05.17
Date Date
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DocuSign Envelope ID:975C55E3-32A8-4558-88D9-971BEEFF1AA3
AC(2B17�M DATE(MM/DD/YYYY)
` `/�/� CERTIFICATE OF LIABILITY INSURANCE 1/16/17
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
PROFESSIONAL DESIGN INS MGMT CORP ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
PO Box 501130 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Indianapolis, IN 46250
(317)570-6945 INSURERSAFFORDINGCOVERAGE NAIC#
INSURED Reece, Noland & McElrath, Inc. INSURER A Liberty Insurance Underwriters, Inc.
PO Box 540 INSURER B:
409 N. Haywood St. INSURER C:
Waynesville, NC 28786 INSURER D:
1 INSURER E
COVERAGES
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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR AOD'L POLICY EFFECTIVE POLICY EXPIRATION
LTR INSRD TYPF OF INSl1RANCF POLICY NUMBER DATF(MM/lD/YYl DATF(MM/lD/YYl LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurencel $
I CLAIMS MADE DAMAGE 10 RENIEU
OCCUR MED EXP(Any one person) $
PERSONAL&ADV INJURY $
GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $
D POLICY D PRO D LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
ANYAUTO (Ea accident) $
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person) $
HIRED AUTOS BODILY INJURY
NON-OWNED AUTOS (Per accident)
$
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANYAUTO OTHER THAN EA ACC $
AUTOONLY: AGG $
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $
DOCCUR 0 CLAIMS MADE AGGREGATE $
RDEDUCTIBLE $
RETENTION $ $
WC
WORKERSCOMPENSATION AND I TORY!IA ITS I 10FTRH-
EMPLOYERS'LIABILITY
E.L.EACH ACCIDENT $
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $
Ifyes,describeunder
SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $
OTHER
A Professional Liability AEE1005040005 10/16/2015 10/16/2017 $2,000,000 limit each claim
$3,000,000 in the aggregate
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Orange County
DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
PO Box 8181
Hillsborough, NC 27278 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIV
I
ACORD 25(2001/08) 0 ACORD CORPORATION 1988