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HomeMy WebLinkAbout2017-316-E AMS - Moseley Architects for feasibility analysis DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E [Departmental Use Only] TITLE Detention Feasibility FY FY2017-18 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement(hereinafter "Agreement"), made and entered into this 20th day of June, 2017, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Moseley Architects, (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): Feasibility analysis of downtown Hillsborough Detention Center sites as described in the attached proposal entitled "Orange County New Detention Facility Amendment #2 Scope and Fee Proposal" dated May 19, 2017. 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 generally accepted professional standards of care. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with generally accepted standards of this type of Provider practice throughout the State of North Carolina and in accordance Revised 2/17 1 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E 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 correcting all errors or omissions, including those of its agents, contractors, employees, or assigns in the performance of the Agreement. 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) 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. vi) 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): Scope is described in the aforementioned proposal dated May 19, 2017. 4. Duration of Services a. Term. The term of this Agreement shall be from June 20, 2017 to December 31, 2017. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 2/17 2 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E 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 July 1, 2017. 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 Thirty Two Thousand Seven Hundred Fifty Dollars ($32,750). 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. 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 (Jeff 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 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.orangecountvnc.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (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 damages, liability, legal claims or expense, including attorney's fees, arising out of or related to the Project caused in whole or in part by the negligence or misconduct of Revised 2/17 3 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E 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 uncorrected 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. 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 Revised 2/17 4 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E 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. 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. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. c. Non-Discrimination. 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 state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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 and does not limit the definition of breach to discrimination. 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 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. Revised 2/17 5 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E 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 consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Defect Notice. The County shall provide notice to the Provider if the County becomes aware of any defect(s) or suspected defect(s) in the Provider's professional services or instruments of service, so that the Provider may be afforded the opportunity to address such alleged defect(s). Failure by the County to notify the Provider of the discovery or suspicion of such defect(s) shall relieve the Provider of liability for any damages caused by the defect(s) in excess of the damages that would have been incurred if the County had given notification to the Provider when such defect(s) were first discovered or suspected by the County and the Provider had promptly corrected such defects. Notice as required in this subsection shall be provided as promptly as is reasonable under the circumstances existing at the time. k. Fiduciary Responsibility. Neither the Provider nor the Provider's consultants have offered any fiduciary service to the County and no fiduciary responsibility shall be owed to the County by either the Provider or the Provider's consultants as a consequence of the County and Provider entering into this Agreement. 1. Third Party Rights. Nothing in this Agreement or related to the performance of this Agreement is intended to create any third-party rights or benefits for or in any other person or entity for any purpose. m. Consequential Damages. The Provider and County waive consequential damages for claims, disputes, or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages including but not limited to those due to either party's termination of this Agreement. n. Notices. Any notice required by this Agreement shall be in writing and delivered by Revised 2/17 6 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Jeff Thompson Moseley Architects P.O. Box 8181 11430 N. Community House Hillsborough, NC 27278 Charlotte, NC 28277 [SIGNATURE PAGE TO FOLLOW] Revised 2/17 7 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E 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: po,c3u4S igned by: f�ov��n it L-�c�.wtw�t,YSLU � ��e1. p pLc, ALA By: O637994R755F477 By: SF4 a5 A raAEC.. County Manager Dan Mace, Vice President Printed Name and Title Revised 2/17 8 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E MOSELEVARCHITECTS t 1430 N,Connuunir Hnusc l o,,l Suite 225 Charlotte,NC 28277 P:(704)54(1-3755 May 19, 2017 RE: Orange County New Detention Facility Amendment#2 Scope and Fee Proposal Jeffrey E. Thompson, Director, Asset Management Services Orange County, North Carolina 131 West Margaret Lane 3rd Floor Hillsborough, North Carolina 27278 Mr. Thompson: On behalf of Moseley Architects, we are excited for the opportunity to continue to serve Orange County for this important capital project. As requested per our meeting yesterday, we are submitting to you the proposed project Amendment#2 that re-initiates the Project to study two potential sites in downtown Hilsborough near the current jail facility. I understand the scope of services to be as follows: Orange County desires a new Detention Facility not to exceed 144 beds comprised of a potential combination of single and double cells utilizing indirect supervision. The"core"facilities; i.e. Booking, Food Services, Medical, Administration, and Staff Support should be designed to accommodate an eventual population of ip to 250 inmates. Other Sheriffs law enforcement spaces as well as multi-purpose spaces may need to be added to the facility as well in future phases, and will be master planned. The project construction budget is approximately$17,800,000.00. Moseley Architects understands that Orange County may employ a Construction Manager at Risk delivery method for this Project, or procure the project via a "Design-Bid-Build" method utilizing a Contractor Pre-Qualification process. Our additional scope of services includes the following: 1. Analyze Two Sites for the Jail Facility: a. Review/analyze Owner-provided site plans and existing facility plans of the two sites under consideration. One being the site bordered by the current Sheriffs office on East Margaret Lane, and the other on the site of the current jail facility off of Court Street. b. Revise the preferred jail facility design to best fit with each site under consideration. It is likely that a multi-story option will be developed. c. Prepare preliminary design documents and develop future expansion and Designing solutions,Building trust,Enriching lives. DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E RE: Orange County New Detention Facility—Amendment#2 Mr. Jeffrey E. Thompson Page 2 May 22, 2017 phasing options for Owner approval. d. Discuss potential operational impacts of each option under consideration. e. Provide in-house total probable cost estimates for each option under consideration(up to three potential options). f. Submit documents to Orange County staff and stakeholders for review and comment. g. Meet with the Board of Commissioners to present the analysis and make recommendations and formalize next steps. h. Prepare and submit a revised project design and construction schedule based upon the approved project scope and budget—prepare amended services agreement if necessary. Estimated duration of this analysis is 3 months(desired completion date— September 1, 2017). Note that any hazardous materials testing services and/or remediation are not included in our scope of services. Additional services requested not included herein will be negotiated based upon our current hourly rate schedule(attached). Lump sum fee for the Additional Services(to include travel related expenses and miscellaneous expenses) per the above will be Thirty-two Thousand, Seven Hundred Fifty and 00/100 Dollars ($32,750.00). Should this be acceptable, please prepare a formal Contract Amendment#2 for our execution. Again, thank you for the opportunity to serve Orange County, and please do not hesitate to call me at(704) 540-3755 with any questions you may have. Sincerely, r." Dan Mace, AIA, LEED AP Vice President Moseley Architects 550352 DocuSign Envelope ID: F2DC536B-9A37-41 CF-8A34-E60971 FF929E A�oRD® CERTIFICATE OF LIABILITY INSURANCE 4/DATE(M 7 DPI 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(les) 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 NAMEACT Sandy Krevonick BB&T Insurance Services, Inc. PHONE 804-678-5026 FAX 888-751-3010 2108 W. Laburnum Ave Suite 300 (A/C,No Fct)' PO Box 17370 ADORIF S:skrevonick @bbandt.com Richmond VA 23227 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A;Travelers Indemnity Company 25658 INSURED 35MOSELARC INSURER B:Travelers Property Casualty Co of A 25674 Moseley Architects PC INSURER C:Travelers Casualty&Surety Company 19038 11430 North Community House Road, Suite 225(#5 on INSURER Specialty Insurance Company 37885 pp0 . Charlotte NC 28277-1502 INSURERE: _INSURER F; COVERAGES CERTIFICATE NUMBER: 1196161919 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 Ann SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MMIDDIYVYYI (MMlDD/YYYYI LIMITS B x COMMERCIAL GENERAL LIABILITY 6600J676414 5/6/2017 5/6/2018 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL BADVINJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIESPER: GENERAL AGGREGATE $2,000,000 POLICY X mi. X LOC PRODUCTS-COMPIOPAGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY BA1613L673 5/6/2017 5/6/2018 COMBINED SINGLE LIMIT $ - (Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ '.. ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ■ AUTOS ( ) X HIRED AUTOS © NON-OWNED PROPERTY DAMAGE $ AUTOS (Per acclden$ A X UMBRELLA LIAB X OCCUR CUP6687Y204 5/6/2017 5/6/2018 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$10,000 .. $ C WORKERS COMPENSATION UB5837Y089 5/1/2017 5/1/2018 x PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE y N!A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional DPR9907847 12/1/2016 12/1/2017 $4,000,000 Per Claim Liability $6,000,000 Aggregate $200,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached it more space is required) Umbrella Liability does not extend over Professional Liability Additional Named Insureds: Moseley Architects PC Moseley Scott's Addition LLC Moseley Architects of Maryland Inc. See Attached... 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 27278-2505 AUTHORIZED REPRESENTATIVE tLIEtiiiallop j2.4..........Q....... ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: r2oC530e-9A37-41Cr-8A34 E008r1rr9u8E AGENCY CUSTOMER ID; 35MOSELARC uoc#: ACC)R EP ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED BB&T Insurance Services, Inc. Moseley Architects PC POLICY NUMBER 1143ONo�� Community House Road, 8u�e225(#5on pol) Charlotte NC 28277-1502 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Moseley itects North Carolina PC Moseley Acrhitects of Virginia LLC Moseley itects of Americas LLC BeeryRio Moseley Architects Moseley Architects of South Carolina PC � . | ` RE: Contrac No. 550352 Orange County Detention Center Orange County its officers official agents and employees are included as Additional Insured with respect 0oGemaro| LiabNtyCovoraQaperEndomem*ndCGD381O9/07. 3ndovs' Notkce of Cancellation other than nonpayment of premium will be sent to Orange County. Waiver of Subrogation is included with respect to Worker's Compensation Coverage. ACoRD1m (2008/01) C)2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD