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HomeMy WebLinkAbout2018-194-E Housing - The EI Group asbestos testingDocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 [Departmental Use Only] TITLE The El Group, Inc. FY 2018 -2019 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 RFP ORANGE COUNTY This Services Agreement (hereinafter "Agreement "), made and entered into this 22 day of May , 2018, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and The EI Group, Inc., (hereinafter, the "Provider "). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ( "Agreement ") is for professional services to be rendered by Provider to County with respect to (insert type of project): Abestos and Lead -Based Paint Consulting Services. 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 10/17 1 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 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, and 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. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals or Request for Qualifications (the "RFP ") "RFP Number N/A for "Abestos and Lead -Based Paint Consulting Services" issued April 20, 2018, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments A (designate all attachments). In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. Abestos and Lead -Based Paint Consulting Services. Up to 20 Units 2. Revised 10/17 2 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from May 22, 2018 to May 22, 2019. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. 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 May 22, 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 is up to Fifteen Thousand Dollars ($15,000). 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. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there are 10 Project Tasks with Milestone Revised 10/17 3 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 Dates then Provider may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for the next 10% of the whole.) 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 (Sherrill Hampton, Housing Director) 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 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, 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. Revised 10/17 4 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 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. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. 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 Services 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 the work and shall not resume the work 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 Revised 10/17 5 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 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 - 86.81. c. Non - Discrimination and Living Wage. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations. 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 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 http: / /www.oran e�ync. og v /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, together with the RFP and its attachments and the Proposal and its attachments, 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. £ 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 Revised 10/17 6 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 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 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: Housing and C/D P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 Provider's Name & Address Adam Underwood, VP 2101 Gateway Centre Blvd, Morrisville, NC 27560 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 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: DocuSigned by: By: f jb JA ' %1a. mt yV U County Manager Revised 10/17 8 PROVIDER: DocuSigned by: By: I aja* OV,"6bj Adam Underwood, Vice President Printed name and title DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 ATTACHMENT A April 24, 2018 Mr. James Hutcherson Orange County Dept. of Housing and Community Development 140 W Barbee Chapel Road Chapel Hill, NC 27517 Email: jhutcherson&oran eg cognWc.gov Re: Asbestos and Lead -Based Paint Consulting Services Proposal Number: PIHMO18049.00 Dear Mr. Saconn: .Et Per your request, The EI Group, Inc. (EI) is pleased to submit this cost - effective proposal to provide a limited asbestos and Lead -based inspection of 410 Jones Ave. Hillsborough. Asbestos Services EI will perform a limited asbestos survey to identify asbestos - containing materials in general accordance with the U.S. Environmental Protection Agency (EPA) requirements as defined in the Asbestos Hazard Emergency Response Act ( AHERA) guidelines promulgated in the Code of Federal Register No. 40 CFR Part 763. As required by North Carolina regulations, personnel performing the asbestos survey will be registered with the state of North Carolina as an Accredited Asbestos Inspector, who will perform the following: EI will then survey the assessable areas and begin by identifying the homogenous areas. Homogeneous areas are defined as sections of building containing materials suspected of containing asbestos appearing to have been installed in the same general time period, and of uniform color and texture. Once homogeneous materials are identified, we will obtain samples of materials suspected to contain asbestos in general accordance with AHERA regulations. Specifically, samples will be collected from random locations of each homogeneous area. The number of samples obtained from each homogeneous area will vary by material type. The number of samples collected will be determined using the following criteria: Thermal Insulation Materials (piping, breeching, boiler insulation, etc.) - A minimum of three (3) samples will be collected. Only one sample will be collected from patch areas that are less than 6 square or linear feet in size. Surfacing Materials (plaster, fireproofing, etc.) — A minimum of seven samples will be collected for areas greater than 5,000 square feet; five samples collected for areas greater than 1,000 square feet, but less than 5,000 square feet; and three samples collected for areas less than 1,000 square feet. • Miscellaneous Materials (flooring, adhesives, roofing, wallboard, etc.) — A minimum of two samples are required. DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 ATTACHMENT A • Exterior or roof samples are not included in this scope of work. The samples will be delivered to a National Voluntary Laboratory Accreditation Program (NVLAP) accredited laboratory and analyzed by polarized light microscopy (PLM), as per AHERA regulations. If anyone sample of a material from a homogeneous area is found to contain greater than 1% asbestos, regardless of the results of the other samples of that material, then by EPA definition, it is considered to be ACM. EI will submit a written report which will include, location of project, photo of existing structure, and name of inspector with signature and laboratory analysis of our finding. The report will be submitted to project engineer within 2 weeks of inspection of both bridges. Lead -Based Paint Services., EI will provide an experienced and accredited lead assessor to conduct a surface by surface inspection of painted building surfaces for the presence of lead based paint using a Niton XRF analyzer. The inspection shall be conducted following EPA's work practice standards for conducting lead -based paint activities (40 CFR 745.227), the U.S. Department of Housing and Urban Development (HUD) Guidelines for the Evaluation and Control of Lead -Based Paint Hazards in Housing (Guidelines) with the June 2012 revisions, and all State and local regulations except that a different visible color shall, by itself, result in a separate testing combination for a room equivalent. SamIlles are taken to represent component types: therefore it should be assumed that similar component types in the rest of that room or room equivalent also contain lead -based paint, If the standard for lead -based paint in the jurisdiction is different from the HUD/EPA standard, which is 1.0 mg/cmz, the local jurisdiction's standard shall be used and the inspection report shall clearly indicate the standard. In addition, all requirements on XRF usage contained in the Performance Characteristics Sheet for the specific XRF being used shall be followed. Consulting Services Cost Limited Asbestos Assessment w/ up to 20 samples per unit $250.00 ** Lead -Based Paint Inspection —XRF per unit $500.00 ESTIMATED TOTAL PER UNIT $750.00 * ** ESTIMATED TOTAL PROJECT COST $1,500.00* If both units could be inspected on the same day $600.00 per unit. * Additional Samples with be billed at $15.00 per sample. * ** Estimate includes all travel, sampling and reporting Insurance EI maintains the following insurance to continue to protect our clients from excessive liability. Commercial General Liability Personnel and Advertising Injury Automobile Liability Excess Liability (Umbrella Form) Workers Compensation $2,000,000.00 Aggregate $1,000,000.00 $1,000,000.00 $5,000,000.00 Standard State Requirements DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 ATTACHMENT A Professional /Pollution Liability $1,000,000.00 DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 ATTACHMENT A Safety EI personnel always endeavor to conduct field activities in such a manner as to protect themselves and others from accidents and injury. When special safety equipment is required, the client should so specify. EI personnel use their own safety equipment (hard hats, goggles, etc.) unless otherwise instructed. EI is excited and appreciates the opportunity to provide Orange County Housing Authority with this cost - effective proposal. If you have any questions regarding the information contained in this proposal, please feel free to contact me at your earliest convenience. Regards, The EI Group, Inc. Lee B. Clark Project Manager DocuSign Envelope ID: 8CBD57FD- 0633- 4A3D- BB00- 2ED14FB79D77 ATTACHMENT A Terms of Acceptance These terms are accepted this day of , 2018 on behalf of: Company Name: Authorized Signature: Printed Name & Title: Project: Asbestos and Lead Based Paint Consulting Services- Dept of Housing and Community Development Your signature certifies that you are an authorized agent to which this proposal is addressed. Your signature also obligates you (if individual) or the company represented to pay for the services "as described" in the proposal and attached "Standard Terms and Conditions ". If you wish for anyone other than the addressee of this agreement (i.e.: accounting department, etc.) to be invoiced, please complete the billing information portion of this agreement below. Billing Information Billing Contact: Address: Phone: Fax: Email: