HomeMy WebLinkAbout2018-089-E DEAPR - MdM historical Consultants Cedar Grove School National Registry nominationDocuSign Envelope ID: F52FF19B- 033A- 43E6- 810E- 5875E4911113
[Departmental Use Only]
TITLE Cedar Grove School
National Register Nomination
FY 20117 -18
NORTH CAROLINA
SERVICES AGREEMENT UNDER $90,000.00
NO RFPiRFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement "), made and entered into this 14th day of
March, 2018, ("Effective Date ") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County ") and MdM Historical
Consultants, (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): National Register Nomination Report for the historic
Cedar Grove School
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
with applicable federal, state and local laws and regulations applicable to the
Revised 10117
DocuSign Envelope ID: F52FF19B- 033A- 43E6- 810E- 5875E4911113
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) 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): Prepare a National Register Nomination Report
for the historic Cedar Grove School, Cedar Grove, NC. The nomination shall be
prepared in accordance with all requirements stipulated by the NC State Historic
Preservation Office, as described in Attachment 1.
4. Duration of Services
a. Term - The term of this Agreement shall be from March le, 2018 to March 31, 2019.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
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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 Tate for the Provider's Basic Services shall be March 14th,
2018.
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 Three Thousand Five
Hundred Dollars ($3,540). Payment for Basic Services shall become due and payable
within thirty (34) 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 (Peter Sandbeck, Cultural
Resources Coordinator) 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.orangecountync.gov /departments /purchasing_ _d_ivisionlcontracts.php). If
County's Risk Manager determines additional insurance coverage is required such
Revised 16/17
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DocuSign Envelope ID: F52FF19B- 033A- 43E6- 810E- 5875E4911113
additional insurance shall consist of NIA (if no additional insurance required mark NIA
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, without limitation, 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 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 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 Chanty. 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 ornissions 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.
Revised 10117
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DocuSign Envelope ID: F52FF19B- 033A- 43E6- 810E- 5875E4911113
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. 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 identified, on the list created by the State Treasurer pursuant to
G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G. S. 147- 86 -81.
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
hgR:llwww.oran ecg ountync. ovv/depar,tmgnts /purchasing divisionlcontracts_php.) Any
violation of the Grange 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.
Revised 10117
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DocuSign Envelope ID: F52FF19B- 033A- 43E6- 810E- 5875E4911113
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.
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.
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 I IA and Article 40 of North Carolina General Statute Chapter 66.
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
Attention:Peter Sandbeck
P.O. Box 8181
Hillsborough, NC 27278
[SIGNATURE PAGE TO FOLLOW)
Revised 10/17
6
Provider's blame
Jennifer Martin
MdM Historical Consultants
PO Box 1399,Durham, 27702
DocuSign Envelope ID: F52FF19B- 033A- 43E6- 810E- 5875E4911113
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:
Doin cu USit g dnfe. d by:
By: 66R�
.;Mf. /15 /2018
co6 E477..
Revised 10117
7
PROVIDER:
DocuSigned by,
13 Atay�j& :e Preside
2002B8�21358426 ...
Jennifer Martin, Vice President
Printed .Name and Title
n�/14/2018
DocuSign Envelope ID: F52FF19B- 033A- 43E6- 810E- 5875E4911113
Attachment 1:
National Register Nomination for the Historic Cedar Grove School
Scope of Work and Payment Schedule
Contract Purpose: The Provider will prepare a complete National Register Nomination for the
Cedar Grove School, also known as the Cedar Grove Community Center, located at 5800
Highway 86 North, Cedar Grove, NC. The Provider will prepare both a draft and final
Nomination in strict accordance with the guidelines and requirements for an individual
property as detailed in "Practical Advice for Preparing [National Register Nominations in North
Carolina," by the NC State Historic Preservation Office (SHPO), 2015 edition, and National
Register Bulletin 16A and its supplements, by the National Park Service.
The Provider will be responsible for all components of the National Register Nomination,
including but not limited to: historical background research, the Registration Form, narrative
description, narrative statement of significance, boundary description and justification, and
maps, and attendance at the appropriate National Register Advisory Committee meeting. All
work shall be performed in accordance with federal and state National Register standards and
under the supervision of the appropriate staff of the Survey and National Register Branch of the
SHPO.
Orange County will provide all enlarged photographic prints as required by the NC State Historic
Preservation Office.
Contract Period: March 14, 2018 to March 31, 2019, as follows:
Submittal/task
I Completion dates
Payments
Contract Execution
March, 2018
$0
First draft nomination submitted to SHPO
May 31, 2018
$2,275.00
Final draft nomination submitted to SHPO
August 30, 2018
$1,225.00
Total of payments to Provider
$3,500.00
DocuSign Envelope ID: F52FF19B- 033A- 43E6- 81OF- 5875E4911113 LEE tad ®� � INSURANCE
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PROPUCER
Lee -Moore insurance Agency Inc
P.O. [Box SST
west End. NO 27376
Alex Matolo
Consu tents, Inc
PQ Box 1399
Durham NC 27705
F CISeslev Kalnen
91 9-932-9990 I,i ,may: 974.933 -4155 _
r; cheslay.imi@gmall.com
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IA; Hartford Insurance 14397
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ACORD 25 (7009,09) The AGORID name and logo are registered marks of ACORN
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLER BEFORE
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THE EXPWATION KATIE THIEREOF, NOTICE WILL Ids bELIVEREC IN
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