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HomeMy WebLinkAbout2018-002-E AMS - Fifth Wall Facade Building façade assessment for 1510 NC 86 NorthDocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 86OA7AA63162 [Departmental Use Only] TITLE Facade Condition FY 2017 -18 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 29th day of December, 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 5t' Wall, (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)fagade condition assessment for 1510 Hwy 86 North, Hillsborough NC MBF Building. 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 solely responsible for the professional quality, accuracy and timely completion and submission Revised 10/17 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 860A7AA63162 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 Provide services to perform building fagade condition assessment per proposal dated November 7, 2017. 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. Revised 10/17 2 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 86OA7AA63162 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 December 29, 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 One Thousand Seven Hundred Fifty Dollars ($1,750.00). 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 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 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 Revised 10/17 3 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 86OA7AA63162 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, without limitation, 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 property damage or bodily injury including death 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. 9.4 Waiver Revised 10/17 4 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 86OA7AA63162 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 Non - Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at n /contract .ohhr)). 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 and the Israel boycott list created pursuant to G.S. 147 - 86.81. Revised 10/17 5 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 860A7AA63162 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. Revised 10/17 6 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 860A7AA63162 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 consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA 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 Attention: Jeff Thompson P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 7 Consultant's Name & Address 5th Wal 9601 Baileywick Road Raleigh, NC 27615 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 86OA7AA63162 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 L�QO,. iie�+. -k {kA*Wjj l County Manager Revised 10/17 8 CONSULTANT: 5' Wall gxe q: Jeffrey L. Spady, RRC Printed Name and Title DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 860A7AA63162 November 7, 2017 Jeff Thompson Orange County Asset Management Services 131 West Margaret Lane PO Box 8181 Hillsborough, NC 27278 RE: Facade Condition Assessment MBF Building Highway 86 North Hillsborough, NC 5thWall Proposal No. 17 -11 -18 Dear Mr. Thompson: At your request we have prepared this proposal for providing selected services for the referenced project. Generally, the services to be provided include performance of a condition assessment of the facade of the referenced facility. The purpose of the assessment is to gauge the general condition of the facade, note deficiencies, and develop a listing of remedial action, if needed. Professional Services In general our services will consist of the following: o Reviewing available documents e.g. drawings, specifications, shop drawings, field reports, test reports, previous facade reports, etc. Performing visual observations of the exterior facade to include roof, exterior walls, windows, balconies, cornices, parapets, and appurtenances. Observations will be made for deficiencies such as cracks, spalls, component dislocation, missing components, weakened or distressed sealant, evidence of moisture intrusion, discoloration of exterior surfaces, etc. o Preparing a report summarizing the general condition of the facade. The report will note deficiencies, repair recommendations, and order of magnitude repair costs for budgeting purposes. Also included in the report will be photos depicting typical conditions. 9601 Baileywick Rd - Raleigh, INIC 27615 www.5thwallbdc.com 919/616-4715 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 86OA7AA63162 Jeff Thompson Facade Condition Assessment — MBF Building Hillsborough, NC 5thWa11 Proposal No. 17 -11 -18 November 7, 2017 Page 2 Assistance Requested of Oranae County Asset Manaaement We request your assistance in performing the various tasks described herein as follows: Arranging for safe access to all areas of the facility via ladders, mechanical lifts, hatches, etc. to allow the performance of necessary observations. Please notify us of any hazards that may be encountered in performing the work. 2. Designating your authorized representative with whom we may communicate regarding matters relating to the project. Granting permission to take record and reference photographs. 4. Providing copies of drawings, specifications, reports, and records relative to the project for our use. Providing access to interior spaces to allow observations of selected interior conditions as they relate to the facade and for evidence of distress such as cracks, moisture intrusion, etc. Fee We propose to charge for our services based on our standard rates and unit charges a lump sum cost o£ Total $1,750 NOTE: 1. Aerial platforms (swing stage, manlift) are not included in fee. 2. Specialized testing not included in fee. Invoices will be issued monthly base on work completed. Payment is due in full upon receipt of invoice. Timing We propose to begin the work immediately upon receiving your authorization to proceed and will complete the work in accordance with a mutually agreed upon schedule. Authorization Upon your review and approval please indicate your acceptance of this proposal and our authorization to proceed by executing the attached Agreement for Professional Services and returning it to our office. Should a purchase order be issued, please reference this proposal in your purchase order. Should you have any questions please contact our office at your convenience. We look forward to working with you on this project. Sincerely, 5thWall Building Diagnostics Consultants Jeffrey L. Spady, RRC 9601 Baileywick Rd • Raleigh, NC 27615 www.5thwallbdc.com 919/616-4715 DocuSign Envelope ID: 16604FCD -37FD- 4038- 8DOC- 86OA7AA63162 ATI411VA -1 Op in. f_R ,d 4c CERTIFICATE OF LIABILITY INSURANCE `� DATE (MM /DDmvY) 12/26/2017 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 have ADDITIONAL INSURED provisions or 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 919 - 556 -3698 Hartsfield & Nash ency, Inc. Post Office Box 110 CONTACT Lorie Borrelli, CIC, AAI NAME: PHONE 919 - 556 -3698 FAX 919- 556 -8758 (A/C, No, Ext): (A/C, No): ADDRESS: Wake Forest, INC 27588 Lorie Borrelli, CIC, AAI 22SBAVF0089 12/01/2017 12/01/2018 INSURERS AFFORDING COVERAGE NAIC # INSURERA: Hartford Casualty Ins Co. 29424 300,000 $ INSURED 5th Wall Building Diagnostics INSURER B: Lexington Insurance Co. 19437 Consultants LLC PERSONAL & ADV INJURY 9601 Bailywick Rd INSURER C: AGGREGATE LIMIT APPLIES PER: POLICY [::] PR T [::] LOC OTHER: INSURER D: $ 4,000,000 Raleigh, INC 27615 INSURER E: INSURER F: A AUTOMOBILE COVERAGES CERTIFICATE NUMRFR- REVISION NUMRFR- 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF M DD POLICY EXP M DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR Business Owners 22SBAVF0089 12/01/2017 12/01/2018 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) 300,000 $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [::] PR T [::] LOC OTHER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP /OP AGG $ 4,000,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 22SBAVF0089 12/01/2017 12/01/2018 COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Per person) $ BODILY INJURY Per accident $ X PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 22SBAVF0089 12/01/2017 12/01/2018 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ DED X RETENTION$ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECU I IVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT B Professional Liab 064988620 02/12/2017 02/12/2018 Per Occur Aggregate 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION ORAN818 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD